FORM 4
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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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Lightspeed Venture Partners Select II, L.P. | 2. Issuer Name and Ticker or Trading Symbol Navan, Inc. [ NAVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 23,365,502 | A | (1) | 23,365,502 | I | By Lightspeed Venture Partners X, L.P. (2) | ||
| Class A Common Stock | 10/31/2025 | C | 192,885 | A | (1) | 192,885 | I | By Lightspeed Affiliates X, L.P. (3) | ||
| Class A Common Stock | 10/31/2025 | C | 4,478,486 | A | (1) | 4,780,989 | I | By Lightspeed Opportunity Fund, L.P. (4) | ||
| Class A Common Stock | 10/31/2025 | C | 587,965 | A | (1) | 587,965 | I | By Lightspeed Strategic Partners I L.P. (5) | ||
| Class A Common Stock | 10/31/2025 | C | 14,859,595 | A | (1) | 14,859,595 | I | By Lightspeed Venture Partners Select II, L.P. (6) | ||
| Class A Common Stock | 10/31/2025 | C | 6,134,518 | A | (1) | 6,134,518 | I | By Lightspeed Venture Partners Select III, L.P. (7) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 Seed Preferred Stock | (1) | 10/31/2025 | C | 11,744,720 | (1) | (1) | Class A Common Stock | 3,914,906 | (1) | 0 | I | By Lightspeed Venture Partners X, L.P. (2) | |||
| Series Seed Preferred Stock | (1) | 10/31/2025 | C | 578,656 | (1) | (1) | Class A Common Stock | 192,885 | (1) | 0 | I | By Lightspeed Affiliates X, L.P. (3) | |||
| Series A Preferred Stock | (1) | 10/31/2025 | C | 12,078,656 | (1) | (1) | Class A Common Stock | 4,026,218 | (1) | 0 | I | By Lightspeed Venture Partners X, L.P. (2) | |||
| Series A-1 Preferred Stock | (1) | 10/31/2025 | C | 38,230,672 | (1) | (1) | Class A Common Stock | 12,743,557 | (1) | 0 | I | By Lightspeed Venture Partners X, L.P. (2) | |||
| Series B Preferred Stock | (1) | 10/31/2025 | C | 8,042,464 | (1) | (1) | Class A Common Stock | 2,680,821 | (1) | 0 | I | By Lightspeed Venture Partners X, L.P. (2) | |||
| Series B Preferred Stock | (1) | 10/31/2025 | C | 40,212,320 | (1) | (1) | Class A Common Stock | 13,404,106 | (1) | 0 | I | By Lightspeed Venture Partners Select II, L.P. (6) | |||
| Series C Preferred Stock | (1) | 10/31/2025 | C | 13,470,670 | (1) | (1) | Class A Common Stock | 4,490,223 | (1) | 0 | I | By Lightspeed Venture Partners Select III, L.P. (7) | |||
| Series C-1 Preferred Stock | (1) | 10/31/2025 | C | 4,163,544 | (1) | (1) | Class A Common Stock | 1,387,848 | (1) | 0 | I | By Lightspeed Venture Partners Select II, L.P. (6) | |||
| 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. (4) | |||
| Series D Preferred Stock | (1) | 10/31/2025 | C | 4,723,666 | (1) | (1) | Class A Common Stock | 1,576,654 | (1) | 0 | I | By Lightspeed Venture Partners Select III, L.P. (7) | |||
| 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. (4) | |||
| 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. (5) | |||
| 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. (4) | |||
| 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. (4) | |||
| 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. (5) | |||
| 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 Venture Partners Select II, L.P. (6) | |||
| 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 Venture Partners Select III, L.P. (7) | |||
| Remarks: This Form 4 is the second of two Forms 4 filed relating to the same events. Combined, the two Form 4s report the holdings for the following Reporting Persons: Lightspeed Venture Partners X, L.P., Lightspeed Affiliates X, L.P., Lightspeed General Partner X, L.P., Lightspeed Ultimate General Partner X, Ltd., Lightspeed Opportunity Fund, L.P., Lightspeed General Partner Opportunity Fund, L.P., Lightspeed Ultimate General Partner Opportunity Fund, Ltd., Lightspeed Strategic Partners I L.P., Lightspeed Strategic Partners General Partner I L.P., Lightspeed Strategic Partners Ultimate General Partner I L.L.C., Lightspeed Venture Partners Select II, L.P., Lightspeed General Partner Select II, L.P., Lightspeed Ultimate General Partner Select II, Ltd., Lightspeed Venture Partners Select III, L.P., Lightspeed General Partner Select III, L.P. and Lightspeed Ultimate General Partner Select III, Ltd. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Lightspeed Venture Partners Select II, L.P. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| Lightspeed General Partner Select II, L.P. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| Lightspeed Ultimate General Partner Select II, Ltd. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| LIGHTSPEED VENTURE PARTNERS SELECT III, L.P. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| Lightspeed General Partner Select III, L.P. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| Lightspeed Ultimate General Partner Select III, Ltd. C/O LIGHTSPEED VENTURE PARTNERS 2200 SAND HILL ROAD MENLO PARK, CA 94025 | X | ||||
| Signatures | ||
| Lightspeed Venture Partners Select II, L.P., By: Lightspeed General Partner Select II, L.P., its General Partner, By: Lightspeed Ultimate General Partner Select II, Ltd., its General Partner, By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **Signature of Reporting Person | Date | |
| Lightspeed General Partner Select II, L.P., By: Lightspeed Ultimate General Partner Select II, Ltd., its General Partner, By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **Signature of Reporting Person | Date | |
| Lightspeed Ultimate General Partner Select II, Ltd., By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **Signature of Reporting Person | Date | |
| Lightspeed Venture Partners Select III, L.P., By: Lightspeed General Partner Select III, L.P., its General Partner, By: Lightspeed Ultimate General Partner Select III, Ltd., its General Partner, By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **Signature of Reporting Person | Date | |
| Lightspeed General Partner Select III, L.P., By: Lightspeed Ultimate General Partner Select III, Ltd., its General Partner, By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **Signature of Reporting Person | Date | |
| Lightspeed Ultimate General Partner Select III, Ltd., By /s/ Ravi Mhatre, Director | 11/4/2025 | |
| **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. |
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