SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
CAROLAN SHAWN T

(Last) (First) (Middle)
3000 SAND HILL ROAD, BLDG. 4, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2010
3. Issuer Name and Ticker or Trading Symbol
TeleNav, Inc. [ TNAV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Preferred Stock (1) (1) Common Stock 4,798,741 (1) I(2) Menlo Ventures X, L.P.(2)
Series E Preferred Stock (1) (1) Common Stock 40,789 (1) I(3) Menlo Entrepreneurs Fund X, L.P.(3)
Series E Preferred Stock (1) (1) Common Stock 83,977 (1) I(4) MMEF X, L.P.(4)
Explanation of Responses:
1. The Issuer's Preferred Stock will automatically convert into Common Stock on a one-for-one basis upon the closing of the Issuer's initial public offering and has no expiration date.
2. These shares are owned directly by Menlo Ventures X, L.P. ("Menlo X"), whose sole general partner is MV Management X, L.L.C. ("MVM-X") of which Shawn T. Carolan is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his 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.
3. These shares are owned directly by Menlo Entrepreneurs Fund X, L.P., whose sole general partner is MVM-X of which Shawn T. Carolan is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his 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.
4. Theses shares are owned directly by MMEF X, L.P., whose sole general partner is MVM-X of which Shawn T. Carolan is a managing member. The reporting person disclaims beneficial ownership of these securities, except to the extent of his 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.
/s/ Loren E. Hillberg, by power of attorney 05/11/2010
** 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 5 (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.
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                                                                      Exhibit 24

             LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

        The undersigned, as an officer or director of TeleNav, Inc. (the
"Company"), hereby constitutes and appoints H.P. Jin, Doug Miller, Michael
Strambi and Loren Hillberg, and each of them, the undersigned's true and lawful
attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4
and 5 and other forms as such attorney shall in his discretion determine to be
required or advisable pursuant to Rule 144 promulgated under the Securities Act
of 1933 (as amended), Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor
laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company, and to do all acts
necessary in order to file such forms with the Securities and Exchange
Commission, any securities exchange or national association, the Company and
such other person or agency as the attorney shall deem appropriate. The
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof.

        This Limited Power of Attorney shall
 remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by the Company unless earlier revoked by the undersigned in a writing delivered
to the foregoing attorneys-in-fact.

        This Limited Power of Attorney is executed at Sunnyvale, as of the date
set forth below.

                                        /s/ Shawn Carolan                                  
                                        ---------------------------------------
                                        Shawn Carolan

                                        Dated: 4/20/10                                          
                                               --------------------------------

Witness:

/s/ Julia Reigel                               
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Signature

Julia Reigel                                   
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Type or Print Name

Dated: 4/20/2010                          
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