Asana, Inc. — Director's Dealing 2020

Sep 22, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: SPURLOCK STEVEN M (10% Owner)
Reporting Person: BALKANSKI ALEXANDRE (10% Owner)
Reporting Person: DUNLEVIE BRUCE (10% Owner)
Reporting Person: FENTON PETER H (10% Owner)
Reporting Person: GURLEY J WILLIAM (10% Owner)
Reporting Person: HARVEY KEVIN (10% Owner)
Reporting Person: KAGLE ROBERT (10% Owner)
Reporting Person: LASKY MITCHELL (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Existing Class B Common Stock (13461600)		Indirect
Series B Preferred Stock	$		Existing Class B Common Stock (184642)		Indirect
Series E Preferred Stock	$		Existing Class B Common Stock (366461)		Indirect

Footnotes

F1: The Series A Preferred Stock is convertible into existing Class B Common Stock ("Existing Class B Common Stock") on a 1:1 basis and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation ("Restated Charter"), all shares of Series A Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

F2: Each share of the Issuer's Existing Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock upon the option of the holder and has no expiration date. Each share of Existing Class B Common Stock is entitled to 100 votes per share. Upon filing of the Issuer's Restated Charter in connection with the Issuer's direct listing, each share of Existing Class B Common Stock will be reclassified into one share of the Issuer's Class B Common Stock, each of which is entitled to 10 votes per share.

F3: 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.

F4: The Series B Preferred Stock is convertible into Existing Class B Common Stock on a 1:1 basis and has no expiration date. Upon filing of the Restated Charter, all shares of Series B Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

F5: The Series E Preferred Stock is convertible into Existing Class B Common Stock on a 1:1 basis and has no expiration date. Upon filing of the Restated Charter, all shares of Series E Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.