11/04/2025 | Press release | Distributed by Public on 11/04/2025 16:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| 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) | ||
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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 | ||||||||
| Series D Preferred Stock | (1) | 10/31/2025 | C | 7,287,940 | (1) | (1) | Class A Common Stock | 2,432,552 | (1) | 0 | I | By Lightspeed Opportunity Fund, L.P.(2) | |||
| Series E Preferred Stock | (1) | 10/31/2025 | C | 5,249,132 | (1) | (1) | Class A Common Stock | 1,759,626 | (1) | 0 | I | By Lightspeed Opportunity Fund, L.P.(2) | |||
| Series E Preferred Stock | (1) | 10/31/2025 | C | 1,148,606 | (1) | (1) | Class A Common Stock | 385,038 | (1) | 0 | I | By Lightspeed Strategic Partners I L.P.(3) | |||
| Series F Preferred Stock | (1) | 10/31/2025 | C | 649,200 | (1) | (1) | Class A Common Stock | 218,667 | (1) | 0 | I | By Lightspeed Opportunity Fund, L.P.(2) | |||
| Series G-1 Preferred Stock | (1) | 10/31/2025 | C | 200,273 | (1) | (1) | Class A Common Stock | 67,641 | (1) | 0 | I | By Lightspeed Opportunity Fund, L.P.(2) | |||
| Series G-1 Preferred Stock | (1) | 10/31/2025 | C | 600,821 | (1) | (1) | Class A Common Stock | 202,927 | (1) | 0 | I | By Lightspeed Strategic Partners I L.P.(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Janmohamed Arif C/O NAVAN, INC. 3045 PARK BOULEVARD PALO ALTO, CA 94306 |
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| /s/ Arif Janmohamed | 11/04/2025 | |
| **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) | Each share of Series D, Series E, Series F and Series G-1 Preferred Stock automatically converted into shares of Class A Common Stock immediately prior to the closing of the Issuer's initial public offering ("IPO") for no additional consideration at a conversion ratio that was dependent upon the initial price per share to the public in the Issuer's IPO. |
| (2) | Shares are held by Lightspeed Opportunity Fund, L.P. ("Opportunity"). Lightspeed General Partner Opportunity Fund, L.P. ("LGP Opportunity") is the general partner of Opportunity. Lightspeed Ultimate General Partner Opportunity Fund, Ltd. ("LUGP Opportunity") is the general partner of LGP Opportunity. The Reporting Person is a director of LUGP Opportunity and shares voting and dispositive power with respect to the shares held by Opportunity. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| (3) | Shares are held by Lightspeed Strategic Partners I L.P. ("Strategic"). Lightspeed Strategic Partners General Partner I L.P. ("LGP Strategic") is the general partner of Strategic. Lightspeed Strategic Partners Ultimate General Partner I L.L.C. ("LUGP Strategic") is the general partner of LGP Strategic. The Reporting Person is a manager of LUGP Strategic and shares voting and dispositive power with respect to the shares held by Strategic. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |