SEC Filing • Asana, Inc.

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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^*

Benchmark Capital Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

	Form filed by One Reporting Person
X	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)

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Existing Class B Common Stock⁽²⁾	13,461,600	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Existing Class B Common Stock⁽²⁾	184,642	⁽⁴⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Existing Class B Common Stock⁽²⁾	366,461	⁽⁵⁾	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Benchmark Capital Management Co. VI, L.L.C.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK CAPITAL PARTNERS VI LP

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BENCHMARK FOUNDERS FUND VI LP

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Benchmark Founders Fund VI-B, L.P.

(Last)

(First)

(Middle)

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

Remarks:

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.	09/21/2020
	/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.	09/21/2020
	/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.	09/21/2020
	/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.	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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