Asana, Inc. — Director's Dealing 2021

Jun 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Asana, Inc. (ASAN)
CIK: 0001477720
Period of Report: 2021-06-14

Reporting Person: Cohler Matt (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-14	Class A Common Stock	A	3782	$0.00	Acquired	3782	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	656	Direct
Class A Common Stock	10755	Direct
Class A Common Stock	397892	Indirect
Class A Common Stock	3151616	Indirect

Footnotes

F1: Represents the grant of Restricted Stock Units (RSUs). 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 the earlier of June 14, 2022 or the day of the next annual meeting of the stockholders, subject to the Reporting Person's continuous service through such date. Vested RSUs will settle into shares of Class A Common Stock on the earlier to occur of (i) June 14, 2024 and (ii) a change in control.

F2: Each share is represented by an 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.

F3: Shares owned directly by Matthew Cohler's trust entity.

F4: 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.