0000921895-15-002141.txt : 20150923 0000921895-15-002141.hdr.sgml : 20150923 20150923172824 ACCESSION NUMBER: 0000921895-15-002141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150923 DATE AS OF CHANGE: 20150923 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Telenav, Inc. CENTRAL INDEX KEY: 0001474439 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 770521800 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85953 FILM NUMBER: 151121613 BUSINESS ADDRESS: STREET 1: 950 DE GUIGNE DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94085 BUSINESS PHONE: (408) 245-3800 MAIL ADDRESS: STREET 1: 950 DE GUIGNE DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94085 FORMER COMPANY: FORMER CONFORMED NAME: TeleNav, Inc. DATE OF NAME CHANGE: 20100415 FORMER COMPANY: FORMER CONFORMED NAME: TNAV Holdings, Inc. DATE OF NAME CHANGE: 20091014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nokomis Capital, L.L.C. CENTRAL INDEX KEY: 0001541055 IRS NUMBER: 261322387 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2305 CEDAR SPRINGS ROAD STREET 2: SUITE 420 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 972.590.4100 MAIL ADDRESS: STREET 1: 2305 CEDAR SPRINGS ROAD STREET 2: SUITE 420 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 sc13da110581002_09212015.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da110581002_09212015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Telenav, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

879455103
(CUSIP Number)

BRETT HENDRICKSON
NOKOMIS CAPITAL, L.L.C.
2305 Cedar Springs Road, Suite 420
Dallas, Texas 75201
(972) 590-4100

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 21, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
NOKOMIS CAPITAL MASTER FUND, L.P.*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* See Item 5.
 
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
NOKOMIS CAPITAL PARTNERS, L.P.*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* See Item 5.
 
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
NOKOMIS CAPITAL OFFSHORE FUND, LTD.*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
CO
 
____________________
* See Item 5.
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
NOKOMIS CAPITAL ADVISORS, L.P.*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* See Item 5.
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
NOKOMIS CAPITAL, L.L.C.*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
IA, OO
 
____________________
* See Item 5.
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
BRETT HENDRICKSON*
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,679,715
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,679,715
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,679,715
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
9.1%
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* See Item 5.
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
RICHARD L. TODARO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
CUSIP NO. 879455103
 
1
NAME OF REPORTING PERSON
 
MIKEL H. WILLIAMS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
CUSIP NO. 879455103
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 2.                                Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
 (a)           This statement is filed by:
 
 
(i)
Nokomis Capital Master Fund, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Nokomis Master”);
 
 
(ii)
Nokomis Capital Partners, L.P., a Texas limited partnership (“Nokomis Partners”), which serves as a feeder fund of Nokomis Master;
 
 
(iii)
Nokomis Capital Offshore Fund, Ltd., a Cayman Islands exempted company (“Nokomis Offshore” and together with Nokomis Master and Nokomis Partners, the “Funds”), which serves as a feeder fund of Nokomis Master;
 
 
(iv)
Nokomis Capital Advisors, L.P., a Texas limited partnership (“Nokomis Advisors”), which serves as the general partner of each of Nokomis Master and Nokomis Partners;
 
 
(v)
Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), which serves as the investment manager of each of Nokomis Master, Nokomis Partners and Nokomis Offshore, and as the general partner of Nokomis Advisors;
 
 
(vi)
Brett Hendrickson, who serves as the manager of Nokomis Capital and a director of Nokomis Offshore;
 
 
(vii)
Richard L. Todaro; and
 
 
(viii)
Mikel H. Williams.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to the Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Nokomis Master and Nokomis Offshore is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The address of the principal office of each of Nokomis Partners, Nokomis Advisors, Nokomis Capital and Mr. Hendrickson is 2305 Cedar Springs Road, Suite 420, Dallas, Texas 75201. The officers and directors of Nokomis Offshore and their principal occupations and business addresses are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2. The address of the principal office of Mr. Todaro is 14809 Brookhaven Place, Chesterfield, Missouri 63017. The address of the principal office of Mr. Williams is 19 Devonwood Drive, Coto de Caza, California 92679.
 
 
 

 
CUSIP NO. 879455103
 
(c)           The principal business of Nokomis Master is investing in securities. The principal business of each of Nokomis Partners and Nokomis Offshore is serving as a feeder fund of Nokomis Master. The principal business of Nokomis Advisors is serving as the general partner of each of Nokomis Master and Nokomis Partners. The principal business of Nokomis Capital is serving as the investment manager of each of Nokomis Master, Nokomis Partners and Nokomis Offshore, and as the general partner of Nokomis Advisors. The principal occupation of Mr. Hendrickson is serving as the manager of Nokomis Capital and a director of Nokomis Offshore. The principal occupation of Mr. Todaro is serving as a director of B. Riley Financial, Inc. The principal occupation of Mr. Williams is serving as the Chairman of the Board of Centrus Energy Corp. and as a director of Iteris, Inc.
 
(d)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Hendrickson, Todaro and Williams are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares owned by Nokomis Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 3,679,715 Shares owned by Nokomis Master is approximately $23,940,052, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On September 21, 2015, Nokomis Master delivered a letter to the Issuer nominating Richard L. Todaro and Mikel H. Williams (the “Nominees”) for election to the Board of Directors of the Issuer at the 2015 annual meeting of stockholders (the “2015 Annual Meeting”).
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
 (a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 40,536,912 Shares outstanding as of June 30, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on August 24, 2015.
 
 
 

 
CUSIP NO. 879455103
 
As of the close of business on September 22, 2015, Nokomis Master beneficially owned 3,679,715 Shares, constituting approximately 9.1% of the Shares outstanding.  Each of Nokomis Partners and Nokomis Offshore, as feeder funds of Nokomis Master, may be deemed to beneficially own the 3,679,715 Shares owned by Nokomis Master, constituting approximately 9.1% of the Shares outstanding. Nokomis Advisors, as the general partner of Nokomis Master, may be deemed to beneficially own the 3,679,715 Shares owned by Nokomis Master, constituting approximately 9.1% of the Shares outstanding. Nokomis Capital, as the investment manager of Nokomis Master, may be deemed to beneficially own the 3,679,715 Shares owned by Nokomis Master, constituting approximately 9.1% of the Shares outstanding.  Mr. Hendrickson, as the manager of Nokomis Capital, may be deemed to beneficially own the 3,679,715 Shares owned by Nokomis Master, constituting approximately 9.1% of the Shares outstanding.
 
As of the close of business on September 22, 2015, Messrs. Todaro and Williams did not beneficially own any Shares.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Each of the Funds and Nokomis Advisors disclaim beneficial ownership of the securities that they hold due to the fact that they have fully delegated investment and voting discretion to Nokomis Capital and cannot rescind such delegation within the timeframe contemplated by Rule 13(d)-3. 
 
(b)           By virtue of their respective positions with Nokomis Master, each of Nokomis Partners, Nokomis Offshore, Nokomis Advisors, Nokomis Capital and Mr. Hendrickson may be deemed to have sole power to vote and dispose of the Shares reported owned by Nokomis Master.
 
(c)           Schedule A annexed hereto lists all transaction in the securities of the Issuer since the filing of the Schedule 13D by the Reporting Persons. All of such transactions were effected in the open market except as otherwise set forth therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On September 21, 2015, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, the Reporting Persons agreed to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominees at the 2015 Annual Meeting.  The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Pursuant to letter agreements, Nokomis Master and certain of its affiliates have agreed to indemnify each of Messrs. Todaro and Williams against any and all claims of any nature arising from the solicitation of proxies at the 2015 Annual Meeting and any related transactions. A form of such letter agreement is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
 
Item 7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Joint Filing and Solicitation Agreement by and among Nokomis Capital Master Fund, L.P., Nokomis Capital Partners, L.P., Nokomis Capital Offshore Fund, Ltd., Nokomis Capital Advisors, L.P., Nokomis Capital, L.L.C., Brett Hendrickson, Richard L. Todaro and Mikel H. Williams, dated September 21, 2015.
 
 
 

 
CUSIP NO. 879455103
 
 
99.2
Form of Indemnification Agreement.
 
 
99.3
Form of Power of Attorney.
 
 
 

 
CUSIP NO. 879455103
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:           September 23, 2015
 
  NOKOMIS CAPITAL MASTER FUND, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
Investment Manager
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager
 
 
NOKOMIS CAPITAL PARTNERS, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
Investment Manager
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager


 
NOKOMIS CAPITAL OFFSHORE FUND, LTD.
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Director


 
NOKOMIS CAPITAL ADVISORS, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
General Partner
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager


 
NOKOMIS CAPITAL, L.L.C.
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager
 
 
 

 
CUSIP NO. 879455103
 
   
   /s/ Brett Hendrickson
 
BRETT HENDRICKSON
Individually and as attorney-in-fact for Richard L. Todaro and Mikel H. Williams

 
 

 
CUSIP NO. 879455103
 
SCHEDULE A
 
Transactions in Securities of the Issuer Since the Filing of the Schedule 13D
 

Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

NOKOMIS CAPITAL MASTER FUND, L.P.

Purchase of Common Stock
43,004
6.6444
09/04/2015
Purchase of Common Stock
2,800
6.6452
09/08/2015
Purchase of Common Stock
38,234
6.7115
09/09/2015
Purchase of Common Stock
33,162
6.8155
09/10/2015
Purchase of Common Stock
35,302
6.8581
09/11/2015
Purchase of Common Stock
17,986
6.9228
09/14/2015
Purchase of Common Stock
5,460
6.9300
09/15/2015
Purchase of Common Stock
19,540
6.9300
09/16/2015

 
 
 

 
 
 
EX-99.1 2 ex991to13da110581002_092115.htm JOINT FILING AND SOLICITATION AGREEMENT, DATED SEPTEMBER 21, 2015 ex991to13da110581002_092115.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Telenav, Inc., a Delaware corporation (the “Company”);
 
WHEREAS, Nokomis Capital Master Fund, L.P., Nokomis Capital Partners, L.P., Nokomis Capital Offshore Fund, Ltd., Nokomis Capital Advisors, L.P., Nokomis Capital, L.L.C. and Brett Hendrickson (collectively, “Nokomis”), Richard L. Todaro and Mikel H. Williams wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2015 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2015 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 21st day of September 2015 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  Nokomis or its representatives shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member prior to the filing or submission thereof.
 
2.           So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of the persons nominated by the Group to the Board at the 2015 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Nokomis shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Nokomis, or its representatives, which approval shall not be unreasonably withheld.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
 
 

 
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Nokomis relating to their investment in the Company.
 
11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
 
2

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
NOKOMIS CAPITAL MASTER FUND, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
Investment Manager
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager


 
NOKOMIS CAPITAL PARTNERS, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
Investment Manager
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager


 
NOKOMIS CAPITAL OFFSHORE FUND, LTD.
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Director


 
NOKOMIS CAPITAL ADVISORS, L.P.
     
 
By:
Nokomis Capital, L.L.C.
   
General Partner
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager


 
NOKOMIS CAPITAL, L.L.C.
   
 
By:
/s/ Brett Hendrickson
 
Name:
Brett Hendrickson
 
Title:
Manager

 
 

 
 
   
 
/s/ Brett Hendrickson
 
BRETT HENDRICKSON

 
 
/s/ Richard L. Todaro
 
RICHARD L. TODARO

 
 
/s/ Mikel H. Williams
 
MIKEL H. WILLIAMS

 


EX-99.2 3 ex992to13da110581002_092115.htm FORM OF INDEMNIFICATION AGREEMENT ex992to13da110581002_092115.htm
Exhibit 99.2
 
NOKOMIS CAPITAL MASTER FUND, L.P.
c/o Nokomis Capital, L.L.C.
2305 Cedar Springs Road, Suite 420
Dallas, Texas 75201


 
September __, 2015
 


Re:                           Telenav, Inc.
 
Dear ______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Telenav, Inc. (the “Company”) in connection with the proxy solicitation that Nokomis Capital Master Fund, L.P. and its affiliates (collectively, the “Nokomis Group”) is considering undertaking to nominate and elect directors at the Company’s 2015 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Nokomis Group Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter (“Agreement”) will set forth the terms of our agreement.
 
The members of the Nokomis Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Nokomis Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Nokomis Group Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Nokomis Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Nokomis Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Nokomis Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Nokomis Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Nokomis Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Nokomis Group, its affiliates or any members of any group formed by the Nokomis Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Nokomis Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
 
 
 

 
 
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Nokomis Group so that the Nokomis Group or any member thereof may seek a protective order or other appropriate remedy or, in the Nokomis Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Nokomis Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Nokomis Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Nokomis Group and, upon the request of a representative of the Nokomis Group, all such information shall be returned or, at the Nokomis Group’s option, destroyed by you, with such destruction confirmed by you to the Nokomis Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
 

 
*              *              *

 
 

 
 
If you agree to the foregoing terms, please sign below to indicate your acceptance.
 

 
Very truly yours,
   
   
 
NOKOMIS CAPITAL MASTER FUND, L.P.
   
 
By:
Nokomis Capital, L.L.C.
   
Investment Manager
   
 
By:
 
 
Name:
Brett Hendrickson
 
Title:
Manager

 
ACCEPTED AND AGREED:
 

 
__________________________

 
EX-99.3 4 ex993to13da110581002_092115.htm FORM OF POWER OF ATTORNEY ex993to13da110581002_092115.htm
Exhibit 99.3
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Brett Hendrickson the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Telenav, Inc., a Delaware corporation (the “Company”) directly or indirectly beneficially owned by Nokomis Capital Master Fund, L.P. (“Nokomis Master”) or any of its affiliates or members of its Schedule 13D group (collectively, the “Nokomis Group”) and (ii) any proxy solicitation of the Nokomis Group to elect the Nokomis Group’s slate of director nominees to the board of directors of the Company at the 2015 annual meeting of stockholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:
 
1.           executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Nokomis Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
2.           if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;
 
3.           executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Nokomis Group;
 
4.           performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5.           taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion and shall not be inconsistent with the terms of that certain letter agreement between Nokomis Master and the undersigned dated September ___, 2015 with respect to the indemnification of the undersigned by Nokomis Master under certain circumstances.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Nokomis Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this ___ day of September 2015.