Steven Baughman and Divisar Capital’s First Activist Target: Telenav Inc. (TNAV)

Item 1.

Security and Name of Issuer:

Common Stock, par value $0.001 (“Common Stock”)

Telenav, Inc. (the “Issuer”)

Address of Issuer’s Principal Office:

4655 Great America Parkway, Suite 300

Santa Clara, CA 95054

Item 2.

Identity and Background:

(a), (f)

This Schedule 13D is being filed by:

(i)

Divisar Partners QP, LP (“DIVISAR QP”), a Delaware limited partnership.

(ii)

Divisar Capital Management, LLC, a Delaware limited liability company (“DIVISAR”).

(iii)

Steven Baughman, a citizen of the United States of America, (“Mr. Baughman” and, together with DIVISAR and DIVISAR QP, the “Reporting Persons”). Mr. Baughman is the Chief Executive Officer of DIVISAR. DIVISAR is the investment manager and general partner of each of DIVISAR QP and Divisar Partners, LP, a Delaware limited partnership (“DIVISAR LP” and, together with DIVISAR QP, the “Funds”).

(b)

The principal business address of each of the Reporting Persons is: c/o Divisar Capital Management LLC, 275 Sacramento Street, 8th Floor, San Francisco CA 94111.

(c)

(i)

The principal business of DIVISAR QP is serving as a pooled investment vehicle for Qualified Purchasers as defined in Section 80a-2(a)(51) of the Investment Company Act of 1940.

(ii)

The principal business of DIVISAR is serving as an SEC-registered investment adviser for private investment funds, including the Funds.

(iii)

The principal occupation of Mr. Baughman is serving as the Chief Executive Officer of DIVISAR

(d)

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration:

The Funds have purchased a total of 3,909,592 shares of Common Stock of the Issuer (the “Subject Shares”) for an aggregate consideration of $26,627,095 in cash.

The Funds utilized their working capital to acquire the Subject Shares and none of the consideration for the Subject Shares was represented by borrowed funds.

Item 4.

Purpose of Transaction:

The Reporting Persons initially reported the Funds’ investment in the Issuer on a Schedule 13G filed on June 22, 2017. The Reporting Persons acquired the Subject Shares for investment purposes in the ordinary course of business. The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional shares of Common Stock, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Subject Shares, options or related derivatives now beneficially owned or hereafter acquired by them. Also, consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.