X0206 3 2020-09-21 0 0001477720 Asana, Inc. ASAN 0001190193 SPURLOCK STEVEN M C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190192 BALKANSKI ALEXANDRE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190211 DUNLEVIE BRUCE C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001219230 FENTON PETER H C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190191 GURLEY J WILLIAM C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001190213 HARVEY KEVIN C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001183234 KAGLE ROBERT C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001091435 LASKY MITCHELL C/O BENCHMARK 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 Series A Preferred Stock Existing Class B Common Stock 13461600 I See footnote Series B Preferred Stock Existing Class B Common Stock 184642 I See footnote Series E Preferred Stock Existing Class B Common Stock 366461 I See footnote The Series A Preferred Stock is convertible into existing Class B Common Stock ("Existing Class B Common Stock") on a 1:1 basis and has no expiration date. Upon filing of the Issuer's Restated Certificate of Incorporation ("Restated Charter"), all shares of Series A Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer. Each share of the Issuer's 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 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. 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. The Series B 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 B Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer. 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. This report is one of three reports, each on a separate Form 3, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members. /s/ Steven M. Spurlock 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Alexandre Balkanski 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Bruce W. Dunlevie 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Peter H. Fenton 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for J. William Gurley 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Kevin R. Harvey 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Robert C. Kagle 2020-09-21 /s/ Steven M. Spurlock, by power of attorney for Mitchell H. Lasky 2020-09-21