| Item 1. | |
| (a) | Name of issuer:
Navan, Inc. |
| (b) | Address of issuer's principal executive offices:
3045 PARK BOULEVARD, PALO ALTO, CALIFORNIA, 94306. |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by:
(i) Greenoaks Capital Partners LLC (the "Investment Manager"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Greenoaks Funds"), with respect to the shares of Class A Common Stock (as defined in Item 2(d) below) directly held by the Greenoaks Funds.
(ii) Mr. Neil Mehta ("Mr. Mehta"), a Managing Partner of the Investment Manager, with respect to the shares of Class A Common Stock directly held by the Greenoaks Funds; and
(iii) Mr. Benjamin Peretz ("Mr. Peretz"), a Managing Partner of the Investment Manager, with respect to the shares of Class A Common Stock directly held by the Greenoaks Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 4 Orinda Way, Suite 200-C, Orinda, CA 94563. |
| (c) | Citizenship:
The Investment Manager is a Delaware limited liability company. Mr. Mehta and Mr. Peretz are each citizens of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, $0.00000625 par value |
| (e) | CUSIP No.:
639193101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
16047328 |
| (b) | Percent of class:
6.9% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
16047328
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
16047328
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. The Greenoaks Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|