Asana, Inc. — Director's Dealing 2020

Sep 23, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Asana, Inc. (ASAN)
CIK: 0001477720
Period of Report: 2020-09-21

Reporting Person: Benchmark Capital Management Co. VI, L.L.C. (10% Owner)
Reporting Person: BENCHMARK CAPITAL PARTNERS VI LP (10% Owner)
Reporting Person: BENCHMARK FOUNDERS FUND VI LP (10% Owner)
Reporting Person: Benchmark Founders Fund VI-B, L.P. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-21	Series A Preferred Stock	$	C	13461600	Disposed		Existing Class B Common Stock (13461600)	Indirect
2020-09-21	Existing Class B Common Stock	$	C	13461600	Acquired		Class A Common Stock (13461600)	Indirect
2020-09-21	Existing Class B Common Stock	$	J	13461600	Disposed		Class A Common Stock (13461600)	Indirect
2020-09-21	Class B Common Stock	$	J	13461600	Acquired		Class A Common Stock (13461600)	Indirect
2020-09-21	Series B Preferred Stock	$	C	184642	Disposed		Existing Class B Common Stock (184642)	Indirect
2020-09-21	Existing Class B Common Stock	$	C	184642	Acquired		Class A Common Stock (184642)	Indirect
2020-09-21	Existing Class B Common Stock	$	J	184642	Disposed		Class A Common Stock (184642)	Indirect
2020-09-21	Class B Common Stock	$	J	184642	Acquired		Class A Common Stock (184642)	Indirect
2020-09-21	Series E Preferred Stock	$	C	366461	Disposed		Existing Class B Common Stock (366461)	Indirect
2020-09-21	Existing Class B Common Stock	$	C	366461	Acquired		Class A Common Stock (366461)	Indirect
2020-09-21	Existing Class B Common Stock	$	J	366461	Disposed		Class A Common Stock (366461)	Indirect
2020-09-21	Class B Common Stock	$	J	366461	Acquired		Class A Common Stock (366461)	Indirect

Footnotes

F1: The Series A Preferred Stock converted into the Issuer's existing Class B Common Stock ("Existing Class B Common Stock") on a 1:1 basis upon filing of the Issuer's Restated Certificate of Incorporation ("Restated Charter") in connection with the Issuer's direct listing and had no expiration date.

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: Upon filing of the Restated Charter in connection with the Issuer's direct listing, each share of Existing Class B Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F4: Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the option of the holder and has no expiration date.

F5: The Series B Preferred Stock converted into Existing Class B Common Stock on a 1:1 basis upon filing of the Restated Charter in connection with the Issuer's direct listing and had no expiration date.

F6: The Series E Preferred Stock converted into Existing Class B Common Stock on a 1:1 basis upon filing of the Restated Charter in connection with the Issuer's direct listing and had no expiration date.