FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TeleNav, Inc. [ TNAV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 05/18/2010 | P | 852,828 | A | $8 | 852,828 | I(1)(2) | By Menlo Ventures X, L.P.(1)(2) | ||
Common Stock | 05/18/2010 | C | 4,798,741 | A | (5) | 5,651,569 | I(1)(2) | By Menlo Ventures X, L.P.(1)(2) | ||
Common Stock | 05/18/2010 | J(6) | 326,074 | A | (6) | 5,977,643 | I(1)(2) | By Menlo Ventures X, L.P.(1)(2) | ||
Common Stock | 05/18/2010 | P | 7,249 | A | $8 | 7,249 | I(3) | By Menlo Entrepreneurs Fund X, L.P.(3) | ||
Common Stock | 05/18/2010 | C | 40,789 | A | (5) | 48,038 | I(3) | By Menlo Entrepreneurs Fund X, L.P.(3) | ||
Common Stock | 05/18/2010 | J(6) | 2,771 | A | (6) | 50,809 | I(3) | By Menlo Entrepreneurs Fund X, L.P.(3) | ||
Common Stock | 05/18/2010 | P | 14,923 | A | $8 | 14,923 | I(4) | By MMEF X, L.P.(4) | ||
Common Stock | 05/18/2010 | C | 83,977 | A | (5) | 98,900 | I(4) | By MMEF X, L.P.(4) | ||
Common Stock | 05/18/2010 | J(6) | 5,706 | A | (6) | 104,606 | I(4) | By MMEF X, L.P.(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Series E Preferred Stock | (5) | 05/18/2010 | C | 4,798,741 | (5) | (5) | Common Stock | 4,798,741 | $0 | 0 | I(1)(2) | By Menlo Ventures X, L.P.(1)(2) | |||
Series E Preferred Stock | (5) | 05/18/2010 | C | 40,789 | (5) | (5) | Common Stock | 40,789 | $0 | 0 | I(3) | By Menlo Entrepreneurs Fund X, L.P.(3) | |||
Series E Preferred Stock | (5) | 05/18/2010 | C | 83,977 | (5) | (5) | Common Stock | 83,977 | $0 | 0 | I(4) | By MMEF X, L.P.(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), of which MV Management X, L.L.C. ("MVM-X") is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. (Continued in Footnote 2). |
2. Shawn T. Carolan is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo X. |
3. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and MMEF X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by Menlo Entrepreneurs Fund X, L.P. |
4. Theses shares are owned directly by MMEF X, L.P., of which MVM-X is the sole general partner and exercises voting and investment power over these shares. The managing members of MVM-X are Shawn T. Carolan, H.D. Montgomery, Douglas C. Carlisle, John W. Jarve, Sonja H. Perkins, Mark A. Siegel and Pravin A. Vazirani. The reporting person and its managing members disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of Issuer. Menlo X, Menlo Entrepreneurs Fund X, L.P. and MMEF X, L.P. may be deemed to be a member of a Section 13(d) "group." Menlo X and Menlo Entrepreneurs Fund X, L.P. disclose the existence of such group and disclaim beneficial ownership of any shares held by MMEF X, L.P. |
5. The Issuer's Preferred Stock automatically converted into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date. |
6. These shares were issued upon the conversion of the shares of the Issuer's Series E Preferred Stock into Common Stock upon the closing of the Issuer's initial public offering as the accumulated dividends on the shares of Series E Preferred Stock. |
/s/ Loren Hillberg, by power of attorney for MV Management X, L.L.C. | 05/19/2010 | |
/s/ Loren Hillberg, by power of attorney for MV Management X, L.L.C., General Partner for Menlo Ventures X, L.P. | 05/19/2010 | |
/s/ Loren Hillberg, by power of attorney for MV Management X, L.L.C., General Partner for Menlo Entrepreneurs Fund X, L.P. | 05/19/2010 | |
/s/ Loren Hillberg, by power of attorney for MV Management X, L.L.C., General Partner for MMEF X, L.P. | 05/19/2010 | |
** 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 Number. |