SEC Filing • Asana, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cohler Matt

(Last)

(First)

(Middle)

C/O BENCHMARK

2965 WOODSIDE ROAD

(Street)

WOODSIDE

94062

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	09/21/2020		C			13,461,600	⁽¹⁾	⁽¹⁾	Existing Class B Common Stock	13,461,600	$0.00	0	I	See footnote⁽²⁾
Existing Class B Common Stock⁽¹⁾	⁽¹⁾	09/21/2020		C		13,461,600		⁽¹⁾	⁽¹⁾	Class A Common Stock	13,461,600	$0.00	13,461,600	I	See footnote⁽²⁾
Existing Class B Common Stock⁽³⁾	⁽³⁾	09/21/2020		J			13,461,600	⁽³⁾	⁽³⁾	Class A Common Stock	13,461,600	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	09/21/2020		J		13,461,600		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,461,600	$0.00	13,461,600	I	See footnote⁽²⁾
Series B Preferred Stock⁽⁵⁾	⁽⁵⁾	09/21/2020		C			184,642	⁽⁵⁾	⁽⁵⁾	Existing Class B Common Stock	184,642	$0.00	0	I	See footnote⁽²⁾
Existing Class B Common Stock⁽⁵⁾	⁽⁵⁾	09/21/2020		C		184,642		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	184,642	$0.00	184,642	I	See footnote⁽²⁾
Existing Class B Common Stock⁽³⁾	⁽³⁾	09/21/2020		J			184,642	⁽³⁾	⁽³⁾	Class A Common Stock	184,642	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	09/21/2020		J		184,642		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	184,642	$0.00	13,646,242	I	See footnote⁽²⁾
Series E Preferred Stock⁽⁶⁾	⁽⁶⁾	09/21/2020		C			366,461	⁽⁶⁾	⁽⁶⁾	Existing Class B Common Stock	366,461	$0.00	0	I	See footnote⁽²⁾
Existing Class B Common Stock⁽⁶⁾	⁽⁶⁾	09/21/2020		C		366,461		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	366,461	$0.00	366,461	I	See footnote⁽²⁾
Existing Class B Common Stock⁽³⁾	⁽³⁾	09/21/2020		J			366,461	⁽³⁾	⁽³⁾	Class A Common Stock	366,461	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock⁽³⁾⁽⁴⁾	⁽⁴⁾	09/21/2020		J		366,461		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	366,461	$0.00	14,012,703	I	See footnote⁽²⁾

Explanation of Responses:

1. The Series A Preferred Stock converted into the Issuer's existing Class B Common Stock (Existing Class B Common Stock) on a 1:1 basis upon filing of the Issuer's Restated Certificate of Incorporation (Restated Charter) in connection with the Issuer's direct listing and had no expiration date.

2. 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.

3. Upon filing of the Restated Charter in connection with the Issuer's direct listing, each share of Existing Class B Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

4. 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.

5. The Series B Preferred Stock converted into Existing Class B Common Stock on a 1:1 basis upon filing of the Restated Charter in connection with the Issuer's direct listing and had no expiration date.

6. The Series E Preferred Stock converted into Existing Class B Common Stock on a 1:1 basis upon filing of the Restated Charter in connection with the Issuer's direct listing and had no expiration date.

Remarks:

This report is one of three reports, each on a separate Form 4, but relating to the same holdings being filed by entities affiliated with Benchmark and their applicable members.

	/s/ Katie Colendich, Attorney-in-Fact	09/23/2020
	** Signature of Reporting Person	Date
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