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United States securities and exchange commission logo
August 21, 2020
Dustin Moskovitz
President, Chief Executive Officer, and Chair
Asana, Inc.
1550 Bryant Street, Suite 200
San Francisco, CA 94103
Re: Asana, Inc.
Amendment No. 4 to
Draft Registration Statement on Form S-1
Submitted August 5,
2020
CIK No. 0001477720
Dear Mr. Moskovitz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated July 21, 2020.
Amendment No. 4 to Draft Registration Statement on Form S-1
Plan of Distribution, page 157
1. We note your response
to prior comment 5 and your statement that the pre-opening
indications will be
available on the consolidated tape and NYSE market data feeds.
Please clarify whether
the board's fair value determinations shared with the financial
advisors and DMM will
be made publicly available, and if so, how? Please also
clarify when the first
pre-opening indication will be first published by the DMM (After
the investor day? On
first day of trading?) and disclose when the information from the
NYSE data feed will
become publicly available.
Dustin Moskovitz
FirstName
Asana, Inc.LastNameDustin Moskovitz
Comapany
August 21, NameAsana,
2020 Inc.
August
Page 2 21, 2020 Page 2
FirstName LastName
General
2. We have reviewed but disagree with your responses to prior comments 6
and 7 and your
supplemental response to prior comment 7 in your correspondence dated
August 20,
2020. However, we note that there may be other ways to ensure
compliance with
Regulation M, depending on the specific facts and circumstances. For
example, from our
discussions on this matter we understand that you have represented
that the relevant
parties (including any persons acting on behalf of such parties) each
will endeavor to
conduct their activities in a manner that will not violate Regulation
M or the other anti-
manipulation and antifraud provisions, such as sections 9(a) and
10(b), or Rule 10b-5.
You may contact Joan Collopy at 202-551-5743 or Elizabeth Sandoe at
202-551-5736 in
our Division of Trading and Markets if you have questions regarding the comment
appearing
under "General." Please contact Claire Delabar at 202-551-3349 or Robert
Littlepage at 202-
551-3361 if you have any questions on the financial statements or related
matters. Please contact
Jeff Kauten at 202-551-3774 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Calise Y. Cheng, Esq.