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CUSIP No. 879455 10 3
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1. Names of Reporting Persons.
Digital Mobile Venture Ltd.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
□
(b)
ý
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3. SEC Use Only
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4. Citizenship or Place of Organization
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British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5. Sole Voting Power
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7,313,467 (See Item 4(c) below)
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6. Shared Voting Power
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0 (See Item 4(c) below)
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7. Sole Dispositive Power
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7,313,467 (See Item 4(c) below)
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8. Shared Dispositive Power
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0 (See Item 4(c) below)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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7,313,467 (See Item 4(a) below)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9)
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16.42%
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12. Type of Reporting Person (See Instructions)
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CO
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CUSIP No. 879455 10 3
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1. Names of Reporting Persons.
Samuel Chen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
□
(b)
ý
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Taiwan
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Number of Shares Beneficially Owned by Each Reporting Person
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5. Sole Voting Power
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49,754 (See Item 4(c) below)
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6. Shared Voting Power
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7,313,467 (See Item 4(c) below)
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7. Sole Dispositive Power
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49, 754 (See Item 4(c) below)
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8. Shared Dispositive Power
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7,313,467 (See Item 4(c) below)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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7,363,221 (See Item 4(a) below)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9)
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16.51%
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12. Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 879455 10 3
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1. Names of Reporting Persons.
Fiona Chang
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
□
(b)
ý
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Taiwan
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5. Sole Voting Power
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0 (See Item 4(c) below)
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6. Shared Voting Power
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7,313,467 (See Item 4(c) below)
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7. Sole Dispositive Power
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0 (See Item 4(c) below)
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8. Shared Dispositive Power
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7,313,467 (See Item 4(c) below)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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7,313,467 (See Item 4(a) below)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9)
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16.42%
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12. Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 879455 10 3
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1. Names of Reporting Persons.
Yi-Chun Chen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
□
(b)
ý
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Taiwan
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5. Sole Voting Power
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0 (See Item 4(c) below)
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6. Shared Voting Power
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7,313,467 (See Item 4(c) below)
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7. Sole Dispositive Power
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0 (See Item 4(c) below)
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8. Shared Dispositive Power
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7,313,467 (See Item 4(c) below)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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7,313,467 (See Item 4(a) below)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9)
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16.42%
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12. Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 879455 10 3
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1. Names of Reporting Persons.
Yi-Teng Chen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
□
(b)
ý
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3. SEC Use Only
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4. Citizenship or Place of Organization
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Taiwan
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5. Sole Voting Power
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0 (See Item 4(c) below)
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6. Shared Voting Power
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7,313,467 (See Item 4(c) below)
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7. Sole Dispositive Power
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0 (See Item 4(c) below)
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8. Shared Dispositive Power
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7,313,467 (See Item 4(c) below)
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
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7,313,467 (See Item 4(a) below)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row (9)
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16.42%
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12. Type of Reporting Person (See Instructions)
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IN
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Item 1.
(a)
Name of Issuer:
Telenav, Inc.
(b)
Address of Issuer's Principal Executive Offices:
4655 Great America Parkway, Suite 300, Santa Clara, CA 95054
Item 2.
(a)-(c)Name of Person Filing; Address of Principal Business Office or, if none, Residence; Citizenship
This Statement is filed by:
Digital Mobile Venture Ltd., a British Virgin Islands company (“Digital”); Samuel Chen and Fiona Chang, who are directors and stockholders, and Yi-Chun Chen and Yi-Teng Chen, who are stockholders of Digital (the individuals referred to above are collectively referred to herein as the “Managers”);
The Business Address of Digital and the Managers is c/o Rayson Technology Co. Ltd., 5F, No. 550, Ruei Guang Road, Taipei F5 Taiwan; Digital is a British Virgin Islands company and the Managers are citizens of Taiwan.
Digital and the Managers are individually referred to herein as “Reporting Person” and collectively, as the “Reporting Persons.”
(d) Title of Class of Securities:
Common Stock, $0.001 par value per share
(e) CUSIP Number:
879455 10 3
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: See Row 9 for the amount beneficially owned by each Reporting Person. Samuel Chen is deemed to be the beneficial owner of an aggregate of 7,363,221 shares of common stock, consisting of (i) 7,313,467 shares held by Digital Mobile Venture, Ltd., (ii) 12,288 shares held by Samuel Chen, and (iii) an aggregate of 37,466 shares of common stock that are issuable upon exercise of outstanding options within 60 days of December 31, 2017. The percentage of the class beneficially owned by Samuel Chen is based on 44,551,830 shares of common stock outstanding as of December 31, 2017, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2018, and assumes that the 37,446 shares of common stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i).
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(b)
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Percent of class: See Row 11 for the percentage of class beneficially owned by each Reporting Person based on 44,551,830 shares of common stock outstanding as of December 31, 2017, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2018.
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 for the voting power for each Reporting Person
(ii) Shared power to vote or to direct the vote See Row 6 for the voting power for each Reporting Person
(iii) Sole power to dispose or to direct the disposition of: See Row 7 for the dispositive power for each Reporting Person
(iv) Shared power to dispose or to direct the disposition of: See Row 8 for the dispositive power for each Reporting Person
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 9, 2018
Digital Mobile Venture, Ltd.
By:
/s/ Samuel Chen
Name: Samuel Chen
Title: Director
By:
/s/ Samuel Chen
Name: Samuel Chen
By:
/s/ Fiona Chang
Name: Fiona Chang
By:
/s/ Yi-Chun Chen
Name: Yi-Chun Chen
By:
/s/ Yi-Teng Chen
Name: Yi-Teng Chen
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