Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Chao Y.C.
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2010
3. Issuer Name and Ticker or Trading Symbol
TeleNav, Inc. [TNAV]
(Last)
(First)
(Middle)
1130 KIFER RD.
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 Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94086
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chao Y.C.
1130 KIFER RD.
SUNNYVALE, CA 94086
      VP, Research and Development  

Signatures

/s/ Loren E. Hillberg, by power of attorney 05/11/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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