SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Moskovitz Dustin A.

(Last)

(First)

(Middle)

C/O ASANA, INC.

1550 BRYANT STREET, SUITE 200

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2020

3. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO, & Chair

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,560,779	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Existing Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	22,395,830	$0.00	D
Existing Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,743,910	$0.00	I	See footnote⁽¹⁾
Existing Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	2,604,170	$0.00	I	See footnote⁽³⁾
Existing Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	460,000	$0.00	I	See footnote⁽⁴⁾
Existing Class B Common Stock⁽²⁾	⁽²⁾	⁽²⁾	Class A Common Stock	1,229,256	$0.00	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Existing Class B Common Stock⁽²⁾	18,198,935	⁽⁶⁾	I	See footnote⁽¹⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Existing Class B Common Stock⁽²⁾	23,440	⁽⁶⁾	I	See footnote⁽⁷⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Existing Class B Common Stock⁽²⁾	7,090,415	⁽⁸⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽⁸⁾	⁽⁸⁾	Existing Class B Common Stock⁽²⁾	19,138	⁽⁸⁾	I	See footnote⁽⁷⁾
Series E Preferred Stock	⁽⁹⁾	⁽⁹⁾	Existing Class B Common Stock⁽²⁾	855,076	⁽⁹⁾	I	See footnote⁽¹⁾
Senior Mandatory Convertible Promissory Note	01/30/2020	01/30/2025	Existing Class B Common Stock⁽²⁾	11,282,390⁽¹⁰⁾	$31.58	I	See footnote⁽¹⁾
Senior Mandatory Convertible Promissory Note	06/26/2020	06/26/2025	Existing Class B Common Stock⁽²⁾	5,730,432⁽¹¹⁾	$31.09	I	See footnote⁽¹⁾

Explanation of Responses:

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

2. 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.

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

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	09/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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