Asana, Inc. — Director's Dealing 2020

Oct 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Asana, Inc. (ASAN)
CIK: 0001477720
Period of Report: 2020-09-30

Reporting Person: Cohler Matt (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	S	339452	$27.1294	Disposed	6666900	Indirect
2020-09-30	Class A Common Stock	S	296083	$28.3256	Disposed	6370817	Indirect
2020-09-30	Class A Common Stock	S	125552	$29.1549	Disposed	6245265	Indirect
2020-09-30	Class A Common Stock	J	2800000	—	Disposed	3445265	Indirect
2020-09-30	Class A Common Stock	J	5982	—	Acquired	5982	Direct
2020-09-30	Class A Common Stock	J	110137	—	Acquired	110137	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10755	Direct

Footnotes

F1: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $26.9 to a high of $27.89, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F2: Shares are held directly by Benchmark Capital Partners VI, L.P. (BCP VI) for itself and as nominee for Benchmark Founders' Fund VI, L.P. (BFF VI), Benchmark Founders' Fund VI-B, L.P. (BFF VI-B) and related individuals. Benchmark Capital Management Co. VI, L.L.C. (BCMC VI), the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole voting and dispositive power over the securities. Matthew R. Cohler, a member of the Issuer's board of directors, Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC VI, and each of them may be deemed to share voting and dispositive power over the securities held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of the securities, except to the extent of such person's or entity's pecuniary interest in such securities.

F3: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $27.9 to a high of $28.895, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F4: Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $28.9 to a high of $29.63, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points.

F5: Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assignees.

F6: Shares owned directly by Matthew Cohler's family trust.

F7: Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on September 18, 2021. Vested RSUs will settle into shares of Class A Common Stock on the earlier to occur of (i) September 18, 2023 and (ii) a change in control.