Sec Form 4 Filing - Benchmark Capital Management Co. VI, L.L.C. @ Asana, Inc. - 2020-09-30

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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. 2. Issuer Name and Ticker or Trading Symbol Asana, Inc. [ ASAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2965 WOODSIDE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2020 (Street) WOODSIDE, CA94062 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 09/30/2020 S 339,452 D $ 27.1294 ( 1 ) 6,666,900 I See footnote ( 2 ) Class A Common Stock 09/30/2020 S 296,083 D $ 28.3256 ( 3 ) 6,370,817 I See footnote ( 2 ) Class A Common Stock 09/30/2020 S 125,552 D $ 29.1549 ( 4 ) 6,245,265 I See footnote ( 2 ) Class A Common Stock 09/30/2020 J( 5 ) 2,800,000 D $ 0 3,445,265 I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Benchmark Capital Management Co. VI, L.L.C. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK CAPITAL PARTNERS VI LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X BENCHMARK FOUNDERS FUND VI LP 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Benchmark Founders Fund VI-B, L.P. 2965 WOODSIDE ROAD WOODSIDE, CA94062 X Signatures /s/ Steven M. Spurlock, as Managing Member of Benchmark Capital Management Co. VI, L.L.C. 10/02/2020 Signature of Reporting Person Date /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. 10/02/2020 Signature of Reporting Person Date /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. 10/02/2020 Signature of Reporting Person Date /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. 10/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $26.9 to a high of $27.89, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. ( 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 )Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $27.9 to a high of $28.895, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. ( 4 )Represents the weighted-average sale price per share of a series of transactions, all of which were executed on September 30, 2020. The actual sale prices ranged from a low of $28.9 to a high of $29.63, inclusive. Each Reporting Person undertakes to provide upon request of the SEC Staff, Asana, Inc. or any security holder of Asana, Inc. full information regarding the number of shares sold at each price within the range. The amount reflected has been rounded to 4 decimal points. ( 5 )Represents a pro-rata, in-kind distribution by BCP VI and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assignees.

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).

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