Andreessen Marc L Form 4 Filed 2025-11-04

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Andreessen Horowitz LSV Fund I, 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)

(Last)

(First)

(Middle)

C/O ANDREESSEN HOROWITZ, 2865 SAND HILL ROAD, SUITE 101

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

(Street)

MENLO PARK, CA 94025

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/31/2025		C		6,757,090	A	⁽¹⁾	6,757,090	I	By Andreessen Horowitz LSV Fund I, L.P.⁽²⁾
Class A Common Stock	10/31/2025		C		4,305,906	A	⁽¹⁾	5,574,551	I	By Andreessen Horowitz LSV Fund II, L.P.⁽³⁾
Class A Common Stock	10/31/2025		C		607,161	A	⁽¹⁾	607,161	I	By Andreessen Horowitz LSV Fund III, L.P.⁽⁴⁾⁽⁵⁾
Class A Common Stock	10/31/2025		C		2,081,772	A	⁽¹⁾	2,081,772	I	By Andreessen Horowitz Fund V, L.P.⁽⁶⁾
Class A Common Stock	10/31/2025		C		17,001	A	⁽¹⁾	17,001	I	By CLF Partners, LP⁽⁷⁾
Class A Common Stock	10/31/2025		C		10,408,860	A	⁽¹⁾	10,408,860	I	By AH Parallel Fund V, L.P.⁽⁸⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series Seed Preferred Stock

⁽¹⁾

10/31/2025

765,736

⁽¹⁾

Class A Common Stock

255,244

⁽¹⁾

By Andreessen Horowitz LSV Fund II, L.P.⁽³⁾

Series A Preferred Stock

⁽¹⁾

10/31/2025

603,920

⁽¹⁾

Class A Common Stock

201,306

⁽¹⁾

By Andreessen Horowitz LSV Fund III, L.P.⁽⁴⁾⁽⁵⁾

Series C Preferred Stock

⁽¹⁾

10/31/2025

6,245,316

⁽¹⁾

Class A Common Stock

2,081,772

⁽¹⁾

By Andreessen Horowitz Fund V, L.P.⁽⁶⁾

Series C Preferred Stock

⁽¹⁾

10/31/2025

31,226,580

⁽¹⁾

Class A Common Stock

10,408,860

⁽¹⁾

By AH Parallel Fund V, L.P.⁽⁸⁾⁽⁹⁾

Series C Preferred Stock

⁽¹⁾

10/31/2025

41,635

⁽¹⁾

Class A Common Stock

13,878

⁽¹⁾

By CLF Partners, LP⁽⁷⁾

Series D Preferred Stock

⁽¹⁾

10/31/2025

20,244,280

⁽¹⁾

Class A Common Stock

6,757,090

⁽¹⁾

By Andreessen Horowitz LSV Fund I, L.P.⁽²⁾

Series E Preferred Stock

⁽¹⁾

10/31/2025

9,763,156

⁽¹⁾

Class A Common Stock

3,272,830

⁽¹⁾

By Andreessen Horowitz LSV Fund II, L.P.⁽³⁾

Series F Preferred Stock

⁽¹⁾

10/31/2025

2,309,297

⁽¹⁾

Class A Common Stock

777,832

⁽¹⁾

By Andreessen Horowitz LSV Fund II, L.P.⁽³⁾

Series F Preferred Stock

⁽¹⁾

10/31/2025

9,274

⁽¹⁾

Class A Common Stock

3,123

⁽¹⁾

By CLF Partners, LP⁽⁷⁾

Series G-1 Preferred Stock

⁽¹⁾

10/31/2025

1,201,643

⁽¹⁾

Class A Common Stock

405,855

⁽¹⁾

By Andreessen Horowitz LSV Fund III, L.P.⁽⁴⁾⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Andreessen Horowitz LSV Fund I, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Horowitz LSV Fund I-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Horowitz LSV Fund I-Q, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AH Equity Partners LSV I, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Horowitz LSV Fund II, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Horowitz LSV Fund II-B, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Horowitz LSV Fund II-Q, L.P. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
AH Equity Partners LSV II, L.L.C. C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X
Andreessen Marc L C/O ANDREESSEN HOROWITZ 2865 SAND HILL ROAD, SUITE 101 MENLO PARK, CA 94025		X

Explanation of Responses:

1.	Each share of Series Seed, Series A, Series C, 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 offering price per share of the Class A Common Stock to the public in the Issuer's IPO, and had no expiration date.
2.	These shares are held of record by Andreessen Horowitz LSV Fund I, L.P. ("AH LSV Fund I"), for itself and as nominee for Andreessen Horowitz LSV Fund I-B, L.P. and Andreessen Horowitz LSV Fund I-Q, L.P. (collectively, the "AH LSV Fund I Entities"). AH Equity Partners LSV I, L.L.C. ("AH EP LSV I"), the general partner of AH LSV Fund I, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund I Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV I and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund I Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund I Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
3.	These shares are held of record by Andreessen Horowitz LSV Fund II, L.P. ("AH LSV Fund II"), for itself and as nominee for Andreessen Horowitz LSV Fund II-B, L.P. and Andreessen Horowitz LSV Fund II-Q, L.P. (collectively, the "AH LSV Fund II Entities"). AH Equity Partners LSV II, L.L.C. ("AH EP LSV II "), the general partner of AH LSV Fund II, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund II Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV II and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund II Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund II Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
4.	These shares are held of record by Andreessen Horowitz LSV Fund III, L.P. ("AH LSV Fund III"), for itself and as nominee for Andreessen Horowitz LSV Fund III-B, L.P., AH 2022 Annual Fund, L.P., AH 2022 Annual Fund-B, L.P. and AH 2022 Annual Fund-QC, L.P. (collectively, the "AH LSV Fund III Entities"). AH Equity Partners LSV III, L.L.C. ("AH EP LSV III"), the general partner of AH LSV Fund III, may be deemed to have sole voting and dispositive power over the shares held by the AH LSV Fund III Entities.
5.	(Continued from Footnote 4) Marc Andreessen and Benjamin Horowitz are the managing members of AH EP LSV III and may be deemed to have shared voting and dispositive power over the shares held by the AH LSV Fund III Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH LSV Fund III Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
6.	These shares are held of record by Andreessen Horowitz Fund V, L.P. ("AH Fund V"), for itself and as nominee for Andreessen Horowitz Fund V-A, L.P., Andreessen Horowitz Fund V-B, L.P. and Andreessen Horowitz Fund V-Q, L.P. (collectively, the "AH Fund V Entities"). AH Equity Partners V, L.L.C. ("AH EP V"), the general partner of AH Fund V, may be deemed to have sole voting and dispositive power over the shares held by the AH Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by the AH Fund V Entities. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
7.	These shares are held of record by CLF Partners, LP ("CLF"). AH EP V, the general partner of CLF, may be deemed to have sole voting and dispositive power over the shares held by CLF. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V and may be deemed to have shared voting and dispositive power over the shares held by CLF. Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by CLF and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
8.	These shares are held of record by AH Parallel Fund V, L.P. ("AH Parallel V"), for itself and as nominee for AH Parallel Fund V-A, L.P., AH Parallel Fund V-B, L.P., and AH Parallel Fund V-Q, L.P. (collectively, the "AH Parallel Fund V Entities"). AH Equity Partners V (Parallel), L.L.C. ("AH EP V Parallel"), the general partner of AH Parallel V, may be deemed to have sole voting and dispositive power over the shares held by the AH Parallel Fund V Entities. Marc Andreessen and Benjamin Horowitz are the managing members of AH EP V Parallel and may be deemed to have shared voting and dispositive power over the shares held by the AH Parallel Fund V Entities.
9.	(Continued from Footnote 8) Each of the Reporting Persons disclaims the existence of a "group" and disclaims beneficial ownership of the securities held by the AH Parallel Fund V Entities and this report shall not be deemed an admission that such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any.
Remarks: This Form 4 is the first 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.

	Signatures
	Andreessen Horowitz LSV Fund I, L.P., By AH Equity Partners LSV I, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	Andreessen Horowitz LSV Fund I-B, L.P., By AH Equity Partners LSV I, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	Andreessen Horowitz LSV Fund I-Q, L.P., By AH Equity Partners LSV I, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	AH Equity Partners LSV I, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	Andreessen Horowitz LSV Fund II, L.P., By AH Equity Partners LSV II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	Andreessen Horowitz LSV Fund II-B, L.P., By AH Equity Partners LSV II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	Andreessen Horowitz LSV Fund II-Q, L.P., By AH Equity Partners LSV II, L.L.C., Its General Partner, By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	AH Equity Partners LSV II, L.L.C., By /s/ Phil Hathaway, Chief Operating Officer	11/04/2025
	/s/ Phil Hathaway, Attorney-in-Fact for Marc L. Andreessen	11/04/2025
	** Signature of Reporting Person	Date
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