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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Existing Class B Common Stock(1) | (1) | 09/21/2020 | J | 20,250,744 | (1) | (1) | Class A Common Stock | 20,250,744 | $0.00 | 0 | D | ||||
Class B Common Stock(1)(2) | (2) | 09/21/2020 | J | 20,250,744 | (2) | (2) | Class A Common Stock | 20,250,744 | $0.00 | 20,250,744 | D | ||||
Series 1 Preferred Stock(3) | (3) | 09/21/2020 | C | 1,560,000 | (3) | (3) | Existing Class B Common Stock | 1,560,000 | $0.00 | 0 | D | ||||
Existing Class B Common Stock(3) | (3) | 09/21/2020 | C | 1,560,000 | (3) | (3) | Class A Common Stock | 1,560,000 | $0.00 | 1,560,000 | D | ||||
Existing Class B Common Stock(1) | (1) | 09/21/2020 | J | 1,560,000 | (1) | (1) | Class A Common Stock | 1,560,000 | $0.00 | 0 | D | ||||
Class B Common Stock(1)(2) | (2) | 09/21/2020 | J | 1,560,000 | (2) | (2) | Class A Common Stock | 1,560,000 | $0.00 | 21,810,744 | D | ||||
Series C Preferred Stock(4) | (4) | 09/21/2020 | C | 293,011 | (4) | (4) | Existing Class B Common Stock | 293,011 | $0.00 | 0 | I | See footnote(5) | |||
Existing Class B Common Stock(4) | (4) | 09/21/2020 | C | 293,011 | (4) | (4) | Class A Common Stock | 293,011 | $0.00 | 293,011 | I | See footnote(5) | |||
Existing Class B Common Stock(1) | (1) | 09/21/2020 | J | 293,011 | (1) | (1) | Class A Common Stock | 293,011 | $0.00 | 0 | I | See footnote(5) | |||
Class B Common Stock(1)(2) | (2) | 09/21/2020 | J | 293,011 | (2) | (2) | Class A Common Stock | 293,011 | $0.00 | 293,011 | I | See footnote(5) |
Explanation of Responses: |
1. Upon filing of the Issuer's Restated Certificate of Incorporation (Restated Charter) in connection with the Issuer's direct listing, each share of the Issuer's existing Class B Common Stock (Existing Class B Common Stock) was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
2. 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. |
3. The Series 1 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. |
4. The Series C 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. |
5. The shares are held of record by Justin Michael Rosenstein TTEE Justin Michael Rosenstein REV TR DTD 11/24/08. |
Remarks: |
/s/ Katie Colendich, Attorney-in-Fact | 09/23/2020 | |
** 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 4 (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. |