Director Kaveripatnam Sandesh exercised 789,393 in-the-money shares at a strike of $0.03 and converted options into 7,825,816 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 | 2,705,707 | A | (1) | 2,705,707 | I | By PI Opportunities Fund II(2) | ||
| Class A Common Stock | 10/31/2025 | C | 5,089,572 | A | $21.25 | 5,089,572 | I | By Napean Trading and Investment Company (Singapore) PTE. LTC.(3) | ||
| Class A Common Stock | 10/31/2025 | C | 30,537 | A | $21.25 | 30,537 | D | |||
| Class A Common Stock | 10/31/2025 | X | 784,685 | A | $0.03 | 5,874,257 | I | By Napean Trading and Investment Company (Singapore) PTE. LTC.(3) | ||
| Class A Common Stock | 10/31/2025 | X | 4,708 | A | $0.03 | 35,245 | D | |||
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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 G-1 Preferred Stock | (1) | 10/31/2025 | C | 8,010,958 | (1) | (1) | Class A Common Stock | 2,705,707 | $0 | 0 | I | By PI Opportunities Fund II(2) | |||
| Simple Agreement for Future Equity | (4) | 10/31/2025 | C | $100,000,000(4) | (4) | (4) | Class A Common Stock | 5,089,572 | $0 | 0 | I | By Napean Trading and Investment Company (Singapore) PTE. LTC.(3) | |||
| Simple Agreement for Future Equity | (5) | 10/31/2025 | C | $600,000(5) | (5) | (5) | Class A Common Stock | 30,537 | $0 | 0 | D | ||||
| Warrant (Right to Buy) | $0.03 | 10/31/2025 | X | 784,685 | (6) | (6) | Class A Common Stock | 784,685 | $0 | 0 | I | By Napean Trading and Investment Company (Singapore) PTE. LTC(3) | |||
| Warrant (Right to Buy) | $0.03 | 10/31/2025 | X | 4,708 | (6) | (6) | Class A Common Stock | 4,708 | $0(6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of 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. These securities are held by PI Opportunities Fund II ("PI Fund II"), a fund within the Premji Invest Group ("PI"). The Reporting Person is employed by PI International Holdings LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by PI Fund II except to the extent of his pecuniary interest, if any, therein. |
| 3. These securities are held by Napean Trading and Investment Company (Singapore) Pte Ltd ("Napean Singapore"), an entity within PI. The Reporting Person is employed by PI International Holdings LLC, an entity within PI, and is a managing partner within PI. The Reporting Person disclaims beneficial ownership of the securities held by Napean Singapore except to the extent of his pecuniary interest, if any, therein. |
| 4. This Simple Agreement for Future Equity in the principal amount of $100,000,000, plus accrued interest thereon in the aggregate amount of $8,153,424.66, automatically converted into shares of Class A Common Stock at $21.25 per share upon the closing of the IPO and had no expiration date. |
| 5. This Simple Agreement for Future Equity in the principal amount of $600,000, plus accrued interest thereon in the aggregate amount of $48,920.55, automatically converted into shares of Class A Common Stock at $21.25 per share upon the closing of the IPO and had no expiration date. |
| 6. These warrants were exercised upon the closing of the IPO pursuant to an irrevocable commitment by the holder. |
| /s/ Sandesh Patnam | 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. | ||