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 * Andreessen Horowitz LSV Fund III, 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 | 1/2/2026 | P | 466,058 | A | $16.27 (1) | 7,789,538 | I | By Andreessen Horowitz LSV Fund II, L.P. (2) | ||
| Class A Common Stock | 1/5/2026 | P | 202,729 | A | $15.77 (3) | 7,992,267 | I | By Andreessen Horowitz LSV Fund II, L.P. (2) | ||
| Class A Common Stock | 1/6/2026 | P | 308,188 | A | $16.74 (4) | 8,300,455 | I | By Andreessen Horowitz LSV Fund II, L.P. (2) | ||
| Class A Common Stock | 6,757,090 | I | By Andreessen Horowitz LSV Fund I, L.P. (5) | |||||||
| Class A Common Stock | 607,161 | I | By Andreessen Horowitz LSV Fund III, L.P. (6)(7) | |||||||
| Class A Common Stock | 2,081,772 | I | By Andreessen Horowitz Fund V, L.P. (8) | |||||||
| Class A Common Stock | 17,001 | I | By CLF Partners, LP (9) | |||||||
| Class A Common Stock | 10,408,860 | I | By AH Parallel Fund V, L.P. (10)(11) | |||||||
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 | ||||||||
| Remarks: This Form 4 is the second of three Forms 4 filed relating to the same event. Combined, the three reports report the holdings for the following Reporting Persons: Andreessen Horowitz LSV Fund I, L.P., Andreessen Horowitz LSV Fund I-B, L.P., Andreessen Horowitz LSV Fund I-Q, L.P., AH Equity Partners LSV I, L.L.C., Andreessen Horowitz LSV Fund II, L.P., Andreessen Horowitz LSV Fund II-B, L.P., Andreessen Horowitz LSV Fund II-Q, L.P., AH Equity Partners LSV II, L.L.C., Andreessen Horowitz LSV Fund III, L.P., Andreessen Horowitz LSV Fund III-B, L.P., AH Equity Partners LSV III, L.L.C., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P., AH 2022 Annual Fund-QC, L.P., AH Equity Partners 2022 Annual Fund, L.L.C., Andreessen Horowitz Fund V, L.P., Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P., Andreessen Horowitz Fund V-Q, L.P., CLF Partners, LP, AH Equity Partners V, L.L.C., AH Parallel Fund V, L.P., AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., AH Parallel Fund V-Q, L.P., AH Equity Partners V (Parallel), L.L.C. and Marc Andreessen. This Form 4 has been split into three 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 | ||
| Andreessen Horowitz LSV Fund III, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| Andreessen Horowitz LSV Fund III-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| AH Equity Partners LSV III, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| AH 2022 Annual Fund, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| AH 2022 ANNUAL FUND-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| AH 2022 ANNUAL FUND-QC, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| AH Equity Partners 2022 Annual Fund, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| CLF Partners, LP C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025 | X | ||||
| Signatures | ||
| Andreessen Horowitz LSV Fund III, L.P., By AH Equity Partners LSV III, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| Andreessen Horowitz LSV Fund III-B, L.P., By AH Equity Partners LSV III, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners LSV III, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| AH 2022 Annual Fund, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| AH 2022 Annual Fund-B, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| AH 2022 Annual Fund-QC, L.P., By AH Equity Partners 2022 Annual Fund, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| AH Equity Partners 2022 Annual Fund, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **Signature of Reporting Person | Date | |
| CLF Partners, LP, By AH Equity Partners V, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer | 1/6/2026 | |
| **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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