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: Moskovitz Dustin A. (Director, President, CEO, & Chair, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1560779	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Existing Class B Common Stock	$0.00		Class A Common Stock (22395830)		Direct
Existing Class B Common Stock	$0.00		Class A Common Stock (1743910)		Indirect
Existing Class B Common Stock	$0.00		Class A Common Stock (2604170)		Indirect
Existing Class B Common Stock	$0.00		Class A Common Stock (460000)		Indirect
Existing Class B Common Stock	$0.00		Class A Common Stock (1229256)		Indirect
Series C Preferred Stock	$		Existing Class B Common Stock (18198935)		Indirect
Series C Preferred Stock	$		Existing Class B Common Stock (23440)		Indirect
Series D Preferred Stock	$		Existing Class B Common Stock (7090415)		Indirect
Series D Preferred Stock	$		Existing Class B Common Stock (19138)		Indirect
Series E Preferred Stock	$		Existing Class B Common Stock (855076)		Indirect
Senior Mandatory Convertible Promissory Note	$31.58	2025-01-30	Existing Class B Common Stock (11282390)		Indirect
Senior Mandatory Convertible Promissory Note	$31.09	2025-06-26	Existing Class B Common Stock (5730432)		Indirect

Footnotes

F1: The shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05.

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 shares are held of record by Dustin Moskovitz Roth IRA.

F4: The shares are held of record by Justin Rosenstein Trust. Dustin Moskovitz is the trustee of the Justin Rosenstein Trust and may be deemed to have voting power and dispositive power over the shares held by the trust.

F5: The shares are held of record by Justin Rosenstein Trust 2. Dustin Moskovitz is the trustee of the Justin Rosenstein Trust 2 and may be deemed to have voting power and dispositive power over the shares held by the trust.

F6: 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.

F7: The shares are held of record by Moskovitz Investment Holdings, LLC. Dustin Moskovitz, Adam Moskovitz, and Richard Druckman, the managing members of Moskovitz Investment Holdings, LLC, have shared voting and dispositive power with respect to these shares.

F8: The Series D 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 D Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

F9: 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.

F10: The Senior Mandatory Convertible Promissory Note (the January Convertible Note) has a principal amount of $300,000,000, a maturity date of January 30, 2025, and accrues interest at a rate of 3.5% per annum, compounded annually. Subject to meeting certain trading price conditions, the principal amount and all accrued interest through scheduled maturity may be converted prior to maturity upon the option of the Issuer into shares of Existing Class B Common Stock at the initial conversion price of $31.58 per share. The initial conversion price and number of shares issuable upon conversion of the January Convertible Note are subject to potential adjustment per the terms of such note. Per the terms of the January Convertible Note, such note is also mandatorily convertible into shares of Existing Class B Common Stock upon the occurrence of certain other events, including at the maturity date of such note and upon a change of control of the Issuer.

F11: The Senior Mandatory Convertible Promissory Note (the June Convertible Note) has a principal amount of $150,000,000, a maturity date of June 26, 2025, and accrues interest at a rate of 3.5% per annum, compounded annually. Subject to meeting certain trading price conditions, the principal amount and all accrued interest through scheduled maturity may be converted prior to maturity upon the option of the Issuer into shares of Existing Class B Common Stock at the initial conversion price of $31.09 per share. The initial conversion price and number of shares issuable upon conversion of the June Convertible Note are subject to potential adjustment per the terms of such note. Per the terms of the June Convertible Note, such note is also mandatorily convertible into shares of Existing Class B Common Stock upon the occurrence of certain other events, including at the maturity date of such note and upon a change of control of the Issuer.