Statement of Changes in Beneficial Ownership (4)

Date : 02/19/2019 @ 9:33PM
Source : Edgar (US Regulatory)
Stock : Telenav Inc (TNAV)
Quote : 4.58  0.0 (0.00%) @ 1:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Nokomis Capital, L.L.C.
2. Issuer Name and Ticker or Trading Symbol

Telenav, Inc. [ TNAV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2305 CEDAR SPRINGS RD., SUITE 420
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2019
(Street)

DALLAS, TX 75201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.001 Par Value per Share   2/14/2019     P    69193   A $5.1973   (3) 4652747   (1) I   See Footnote   (2)
Common Stock, $.001 Par Value per Share   2/15/2019     P    3800   A $5.2132   (4) 4656547   (1) I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The filing of this Form 4 shall not be construed as an admission that Nokomis Capital, L.L.C. ("Nokomis Capital") or Brett Hendrickson, the manager of Nokomis Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $.001 Par Value per Share (the "Common Stock"), of Telenav, Inc. (the "Issuer") purchased by certain private investment funds advised by Nokomis Capital (collectively, the "Nokomis Accounts"). Pursuant to Rule 16a-1, both Nokomis Capital and Mr. Hendrickson disclaim such beneficial ownership.
(2)  Nokomis Capital holds indirectly the shares of Common Stock of the Issuer through the Nokomis Accounts, for which Nokomis Capital is the Investment Manager. Brett Hendrickson reports the Common Stock held indirectly by Nokomis Capital because, as the manager of Nokomis Capital at the time of purchase, he controlled the disposition and voting of the securities.
(3)  The purchase price represents a weighted average of the purchase price for multiple transactions on the same trading day. The range of purchase prices was $5.13 to $5.23. The Reporting Persons will provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
(4)  The purchase price represents a weighted average of the purchase price for multiple transactions on the same trading day. The range of purchase prices was $5.21 to $5.22. The Reporting Persons will provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.

Remarks:
Wes Cummins, an employee of Nokomis Capital, L.L.C. ("Nokomis Capital"), serves on the Board of Directors of the Issuer. Nokomis Capital holds indirectly the securities of the Issuer reported on this Form 4 through certain private investment funds for which Nokomis Capital is the Investment Manager. As a result of Mr. Cummins role with Nokomis Capital, Nokomis Capital and Mr. Hendrickson are also filing this Form 4 as directors by deputization of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nokomis Capital, L.L.C.
2305 CEDAR SPRINGS RD., SUITE 420
DALLAS, TX 75201
X X

Hendrickson Brett
2305 CEDAR SPRINGS RD., SUITE 420
DALLAS, TX 75201
X X


Signatures
/s/ Brett Hendrickson, manager of Nokomis Capital, L.L.C. 2/19/2019
** Signature of Reporting Person Date

/s/ Brett Hendrickson 2/19/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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