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: Rosenstein Justin (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10755	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Existing Class B Common Stock	$0.00		Class A Common Stock (20250744)		Direct
Series 1 Preferred Stock	$		Existing Class B Common Stock (1560000)		Direct
Series C Preferred Stock	$		Existing Class B Common Stock (293011)		Indirect
Stock Option (right to buy)	$2.19	2028-08-21	Class A Common Stock (575984)		Direct

Footnotes

F1: 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.

F2: Each share of the Issuer's existing Class B Common Stock (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 Certificate of Incorporation (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: The Series 1 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 1 Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

F4: The Series C 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 C Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

F5: The shares are held of record by Justin Michael Rosenstein TTEE Justin Michael Rosenstein REV TR DTD 11/24/08.

F6: 1/48 of the shares subject to the option vested monthly starting on May 1, 2018 through February 1, 2018, and 3,600 shares vest monthly thereafter.