Director Janmohamed Arif converted options into 5,066,451 shares (SEC Form 4)
$NAVN
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Navan, Inc. [ NAVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 10/31/2025 | C | 4,478,486 | A | (1) | 4,780,989 | I | By Lightspeed Opportunity Fund, L.P.(2) | ||
| Class A Common Stock | 10/31/2025 | C | 587,965 | A | (1) | 587,965 | I | By Lightspeed Strategic Partners I L.P.(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
| 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) | |||
| Explanation of Responses: |
| 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. |
| /s/ Arif Janmohamed | 11/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||