Sec Form 3 Filing - Rosenstein Justin @ Asana, Inc. - 2020-09-21

FORM 3 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 Rosenstein Justin 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) (Last) (First) (Middle) C/O ASANA, INC., 1550 BRYANT STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2020 (Street) SAN FRANCISCO, CA94103 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10,755 ( 1 ) D

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 Existing Class B Common Stock ( 2 ) $ 0 ( 2 ) ( 2 ) Class A Common Stock 20,250,744 D Series 1 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Existing Class B Common Stock ( 2 ) 1,560,000 D Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Existing Class B Common Stock ( 2 ) 293,011 I See footnote ( 5 ) Stock Option (right to buy) $ 2.19 ( 6 ) 08/21/2028 Class A Common Stock 575,984 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rosenstein Justin C/O ASANA, INC. 1550 BRYANT STREET, SUITE 200 SAN FRANCISCO, CA94103 X X Signatures /s/ Katie Colendich, Attorney-in-Fact 09/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share is represented by a restricted stock unit (RSU). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on September 18, 2021. Vested RSUs will settle into shares of Class A Common Stock on the earlier to occur of (i) September 18, 2023 and (ii) a change in control. ( 2 )Each share of the Issuer's existing Class B Common Stock (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 Certificate of Incorporation (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 )The Series 1 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 1 Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer. ( 4 )The Series C 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 C Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer. ( 5 )The shares are held of record by Justin Michael Rosenstein TTEE Justin Michael Rosenstein REV TR DTD 11/24/08. ( 6 )1/48 of the shares subject to the option vested monthly starting on May 1, 2018 through February 1, 2018, and 3,600 shares vest monthly thereafter.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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