0001209191-20-051365.txt : 20200921 0001209191-20-051365.hdr.sgml : 20200921 20200921183310 ACCESSION NUMBER: 0001209191-20-051365 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200921 FILED AS OF DATE: 20200921 DATE AS OF CHANGE: 20200921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Capital Management Co. VI, L.L.C. CENTRAL INDEX KEY: 0001572569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39495 FILM NUMBER: 201187456 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK CAPITAL PARTNERS VI LP CENTRAL INDEX KEY: 0001426303 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39495 FILM NUMBER: 201187457 BUSINESS ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 280 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BENCHMARK FOUNDERS FUND VI LP CENTRAL INDEX KEY: 0001432812 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39495 FILM NUMBER: 201187458 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD STREET 2: SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Benchmark Founders Fund VI-B, L.P. CENTRAL INDEX KEY: 0001572570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39495 FILM NUMBER: 201187459 BUSINESS ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-8180 MAIL ADDRESS: STREET 1: 2480 SAND HILL ROAD, SUITE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Asana, Inc. CENTRAL INDEX KEY: 0001477720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 263912448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1550 BRYANT STREET, SUITE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 525-3888 MAIL ADDRESS: STREET 1: 1550 BRYANT STREET, SUITE 800 CITY: SAN FRANCISCO STATE: CA ZIP: 94103 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-21 0 0001477720 Asana, Inc. ASAN 0001572569 Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001426303 BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001432812 BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE CA 94062 0 0 1 0 0001572570 Benchmark Founders Fund VI-B, L.P. 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, as Managing Member of Benchmark Capital Management Co. VI, L.L.C. 2020-09-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Capital Partners VI, L.P. 2020-09-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI, L.P. 2020-09-21 /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C., the General Partner of Benchmark Founders' Fund VI-B, L.P. 2020-09-21 EX-24.3_938004 2 poa.txt POA DOCUMENT AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Benchmark Capital Management Co. VI, L.L.C. or such other person or entity as is designated in writing by Steven M. Spurlock (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other state or federal agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the "Companies"). Each Reporting Person hereby further authorizes and designates Steven M. Spurlock (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted. The authority of the Designated Filer and the Authorized Signatory under this Document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act. March 21, 2013 BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 BENCHMARK FOUNDERS' FUND VI-B, L.P., a Delaware Limited Partnership By: Benchmark Capital Management Co. VI, L.L.C., a Delaware Limited Liability Company, Its General Partner By: /s/ Steven M. Spurlock Steven M. Spurlock, Managing Member March 21, 2013 By: /s/ Alexandre Balkanski Alexandre Balkanski March 21, 2013 By: /s/ Bruce W. Dunlevie Bruce W. Dunlevie March 21, 2013 By: /s/ J. William Gurley J. William Gurley March 21, 2013 By: /s/ Kevin R. Harvey Kevin R. Harvey March 21, 2013 By: /s/ Robert C. Kagle Robert C. Kagle March 21, 2013 By: /s/ Mitchell H. Lasky Mitchell H. Lasky March 21, 2013 By: /s/ Peter H. Fenton Peter H. Fenton March 21, 2013 By: /s/ Matthew R. Cohler Matthew R. Cohler