Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * DEBENHAM STEPHEN	2. Issuer Name and Ticker or Trading Symbol Telenav, Inc. [ TNAV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) V.P, General Counsel,Secretary
(Last)          (First)          (Middle) C/O TELENAV, INC., 4655 GREAT AMERICA PARKWAY, SUITE 300	3. Date of Earliest Transaction (MM/DD/YYYY) 12/1/2020
(Street) SANTA CLARA, CA 95054 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/1/2020		M		7500	A	$0.00	27535	D
Common Stock	12/1/2020		F(1)		2593	D	$4.79	24942	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (2)	$0.00	12/1/2020		M			7500	(3)	(3)	Common Stock	7500	$0.00	82500	D

Explanation of Responses:
(1)	Transaction represents tax withholding in connection with the vesting of the restricted stock units (RSUs) awarded to the Reporting Person. In an exempt disposition to the Issuer under rule 16b-3(e), the Issuer withheld shares otherwise to be delivered to the Reporting Person in connection with the satisfaction of the Issuer's estimate of the Reporting Person's minimum statutory tax withholding requirement arising from the vesting of such shares under a previously reported award of restricted stock units.
(2)	Each RSU represents a contingent right to receive one share of Telenav, Inc.'s common stock.
(3)	The shares subject to the RSU award will vest in equal quarterly installments, with the first installment vesting as of December 1, 2020 and the last installment vesting as of September 1, 2023 (subject to the Reporting Person's continued service with the Issuer through such respective vesting date)

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEBENHAM STEPHEN C/O TELENAV, INC. 4655 GREAT AMERICA PARKWAY, SUITE 300 SANTA CLARA, CA 95054			V.P, General Counsel,Secretary

Signatures
/s/ Steve Debenham		12/3/2020
**Signature of Reporting Person		Date