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*
Chao Y.C.

(Last) (First) (Middle)
1130 KIFER RD.

(Street)
SUNNYVALE CA 94086

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Research and Development
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)
Common Stock 87,312 D
Common Stock 522,758 I By Kay Oz 2009 Revocable Trust dated July 28, 2009
Common Stock 187,500 I By Kay Oz I 2009 Annuity Trust
Common Stock 187,500 I By Kay Oz II 2009 Annuity Trust
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 A Preferred Stock (1) (1) Common Stock 1,666 (1) D
Employee Stock Option (right to buy) (2) 02/06/2012 Common Stock 104,390 0.072 D
Employee Stock Option (right to buy) (3) 03/14/2016 Common Stock 403,241 0.72 D
Employee Stock Option (right to buy) (4) 08/18/2019 Common Stock 50,000 6.12 D
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. This stock option was granted on February 6, 2002 and vested over four years. 1/4 of the shares subject to the option vested and became exercisable one year after January 25, 2002, and 1/48 of the shares vested and became exercisable at the end of each monthly period thereafter.
3. This stock option was granted on March 14, 2006. 3/4 of the shares subject to this option vested over four years beginning on March 7, 2006 with 1/48 of the shares subject to this portion of the option vesting and becoming exercisable each monthly period thereafter. 1/4 of the shares subject to this option will vest upon the closing of the Issuer's public offering of its Common Stock, which meets certain criteria.
4. This stock option was granted on August 18, 2009 and vests over four years. Subject to the optionee's continued status as a service provider, 1/4 of the shares subject to the option vest and become exercisable one year after August 18, 2009, and 1/48 of the shares vest and become exercisable at the end of each monthly period thereafter.
/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/ Yi-Chung Chao
                                        ---------------------------------------
                                        Yi-Chung Chao

                                        Dated: May 3rd, 2010
                                               --------------------------------

Witness:

/s/ Sherry Hartwig
---------------------------------------
Signature

Sherry Hartwig
---------------------------------------
Type or Print Name

Dated: 5/3/10
       --------------------------------