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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 8.1 | 12/04/2012 | A | 150,000 | (1)(2)(3) | 06/30/2017 | Common Stock | 150,000 | $ 8.1 | 150,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 8.1 | 12/04/2012 | A | 150,000 | (1)(2)(3) | 06/30/2017 | Common Stock | 150,000 | $ 8.1 | 300,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jin H.P. 950 DE GUIGNE DRIVE SUNNYVALE, CA 94085 |
X | CEO | ||
| Loren E. Hillberg, by power of attorney For: H.P. Jin | 12/06/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This award shall vest as to 150,000 shares of Telenav common stock when, based on the closing sales price of the Telenav's common stock on the NASDAQ Global Stock Market, the price per share multiplied by the number of shares of Telenav common stock issued and outstanding as of the most recent quarter end (such product, the "Market Capitalization") equals or exceeds $500,000,000 for 30 consecutive trading days. This award shall vest as to an additional 150,000 shares of Telenav common stock when, based on the closing sales price of Telenav's common stock on the NASDAQ Global Stock Market, the Market Capitalization equals or exceeds $750,000,000 for 30 consecutive trading days. (Continued in Footnote 2) |
| (2) | (Continued from Footnote 1) In the event that the initial 150,000 share portion of this award has not vested prior to the date the second 150,000 share portion vests (upon achieving the $750,000,000 Market Capitalization), the initial 150,000 award shall also vest and no separate 30 business day period shall be required. No revisions to the number of shares outstanding as of the prior quarter end shall be made for shares held by affiliates (as such term is defined under Section 13 of the Exchange Act). In the event that the shares subject to this award have not vested on or prior to the date the Telenav completes a transaction to effect a "Change of Control", as such term is defined in that certain Employment Agreement dated October 28, 2009 between Haiping Jin and Telenav, then the shares subject to the award set forth in this agreement shall be subject to acceleration of vesting as set forth in Section 8(b)(iii) of such employment agreement, (Continued in Footnote 3) |
| (3) | (Continued from Footnote 2) despite the fact that subsequent to such Change of Control, no public trading market exists for Telenav's common stock on the NASDAQ Global Stock Market. In the event that no shares have vested under this award by June 30, 2017, this award shall terminate and shall be of no further force or effect unless a Change of Control transaction has occurred not more than one year prior to June 30, 2017. |