Asana, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Asana, Inc. (ASAN)
CIK: 0001477720
Period of Report: 2021-06-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-30	Class A Common Stock	P	60436	$62.85	Acquired	3850436	Direct
2021-06-30	Class A Common Stock	P	99564	$63.63	Acquired	3950000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Senior Mandatory Convertible Promissory Note	$31.58	C	11282390	Disposed	2025-01-30	Class B Common Stock (11282390)	Indirect
2021-07-01	Class B Common Stock	$	C	11282390	Acquired		Class A Common Stock (11282390)	Indirect
2021-07-01	Senior Mandatory Convertible Promissory Note	$31.09	C	5730432	Disposed	2025-06-26	Class B Common Stock (5730432)	Indirect
2021-07-01	Class B Common Stock	$	C	5730432	Acquired		Class A Common Stock (5730432)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	4147046	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (21395830)	21395830	Direct
Class B Common Stock	$		Class A Common Stock (2604170)	2604170	Indirect
Class B Common Stock	$		Class A Common Stock (460000)	460000	Indirect
Class B Common Stock	$		Class A Common Stock (1229256)	1229256	Indirect

Footnotes

F1: The purchases reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $62.29 to $63.28 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3: The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $63.29 to $64.00 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F4: The shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05.

F5: The January Convertible Note had a principal amount of $300,000,000, a maturity date of January 30, 2025, and accrued interest at a rate of 3.5% per annum, compounded annually. The principal amount and all accrued interest through scheduled maturity converted prior to maturity upon the option of the Issuer into shares of Class B Common Stock at the initial conversion price of $31.58 per share.

F6: 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.

F7: The June Convertible Note had a principal amount of $150,000,000, a maturity date of June 26, 2025, and accrued interest at a rate of 3.5% per annum, compounded annually. The principal amount and all accrued interest through scheduled maturity converted prior to maturity upon the option of the Issuer into shares of Class B Common Stock at the initial conversion price of $31.09 per share.

F8: The shares are held of record by Dustin Moskovitz Roth IRA.

F9: 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.

F10: 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.