Asana, Inc. — Director's Dealing 2021

Mar 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Asana, Inc. (ASAN)
CIK: 0001477720
Period of Report: 2021-03-12

Reporting Person: Cohler Matt (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-12	Class A Common Stock	C	7006351	—	Acquired	7651616	Indirect
2021-03-12	Class A Common Stock	J	1500000	—	Disposed	6151616	Indirect
2021-03-12	Class A Common Stock	J	3205	—	Acquired	15169	Direct
2021-03-12	Class A Common Stock	J	59104	—	Acquired	279397	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-12	Class B Common Stock	$	C	7006351	Disposed		Class A Common Stock (7006351)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10755	Direct

Footnotes

F1: Conversion of a derivative security in accordance of its terms.

F2: 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.

F3: Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assignees.

F4: Shares owned directly by Matthew Cohler's trust entity.

F5: 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.

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.