Sec Form 4 Filing - Moskovitz Dustin A. @ Asana, Inc.

Insider filing report for Changes in Beneficial Ownership

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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

Moskovitz Dustin A.

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
X __ Officer (give title below)	_____ Other (specify below)
President, CEO, & Chair

(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

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			22,395,830	^{( 1 )}	^{( 1 )}	Class A Common Stock	22,395,830	$ 0	0	D
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		22,395,830		^{( 2 )}	^{( 2 )}	Class A Common Stock	22,395,830	$ 0	22,395,830	D
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			1,743,910	^{( 1 )}	^{( 1 )}	Class A Common Stock	1,743,910	$ 0	0	I	See footnote ^{( 3 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		1,743,910		^{( 2 )}	^{( 2 )}	Class A Common Stock	1,743,910	$ 0	1,743,910	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			2,604,170	^{( 1 )}	^{( 1 )}	Class A Common Stock	2,604,170	$ 0	0	I	See footnote ^{( 4 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		2,604,170		^{( 2 )}	^{( 2 )}	Class A Common Stock	2,604,170	$ 0	2,604,170	I	See footnote ^{( 4 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			460,000	^{( 1 )}	^{( 1 )}	Class A Common Stock	460,000	$ 0	0	I	See footnote ^{( 5 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		460,000		^{( 2 )}	^{( 2 )}	Class A Common Stock	460,000	$ 0	460,000	I	See footnote ^{( 5 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			1,229,256	^{( 1 )}	^{( 1 )}	Class A Common Stock	1,229,256	$ 0	0	I	See footnote ^{( 6 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		1,229,256		^{( 2 )}	^{( 2 )}	Class A Common Stock	1,229,256	$ 0	1,229,256	I	See footnote ^{( 6 )}
Series C Preferred Stock ^{( 7 )}	^{( 7 )}	09/21/2020		C			18,198,935	^{( 7 )}	^{( 7 )}	Existing Class B Common Stock	18,198,935	$ 0	0	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 7 )}	^{( 7 )}	09/21/2020		C		18,198,935		^{( 7 )}	^{( 7 )}	Class A Common Stock	18,198,935	$ 0	18,198,935	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			18,198,935	^{( 1 )}	^{( 1 )}	Class A Common Stock	18,198,935	$ 0	0	I	See footnote ^{( 3 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		18,198,935		^{( 2 )}	^{( 2 )}	Class A Common Stock	18,198,935	$ 0	19,942,845	I	See footnote ^{( 3 )}
Series C Preferred Stock ^{( 7 )}	^{( 7 )}	09/21/2020		C			23,440	^{( 7 )}	^{( 7 )}	Existing Class B Common Stock	23,440	$ 0	0	I	See footnote ^{( 8 )}
Existing Class B Common Stock ^{( 7 )}	^{( 7 )}	09/21/2020		C		23,440		^{( 7 )}	^{( 7 )}	Class A Common Stock	23,440	$ 0	23,440	I	See footnote ^{( 8 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			23,440	^{( 1 )}	^{( 1 )}	Class A Common Stock	23,440	$ 0	0	I	See footnote ^{( 8 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		23,440		^{( 2 )}	^{( 2 )}	Class A Common Stock	23,440	$ 0	23,440	I	See footnote ^{( 8 )}
Series D Preferred Stock ^{( 9 )}	^{( 9 )}	09/21/2020		C			7,090,415	^{( 9 )}	^{( 9 )}	Existing Class B Common Stock	7,090,415	$ 0	0	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 9 )}	^{( 9 )}	09/21/2020		C		7,090,415		^{( 9 )}	^{( 9 )}	Class A Common Stock	7,090,415	$ 0	7,090,415	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			7,090,415	^{( 1 )}	^{( 1 )}	Class A Common Stock	7,090,415	$ 0	0	I	See footnote ^{( 3 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		7,090,415		^{( 2 )}	^{( 2 )}	Class A Common Stock	7,090,415	$ 0	27,033,260	I	See footnote ^{( 3 )}
Series D Preferred Stock ^{( 9 )}	^{( 9 )}	09/21/2020		C			19,138	^{( 9 )}	^{( 9 )}	Existing Class B Common Stock	19,138	$ 0	0	I	See footnote ^{( 8 )}
Existing Class B Common Stock ^{( 9 )}	^{( 9 )}	09/21/2020		C		19,138		^{( 9 )}	^{( 9 )}	Class A Common Stock	19,138	$ 0	19,138	I	See footnote ^{( 8 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			19,138	^{( 1 )}	^{( 1 )}	Class A Common Stock	19,138	$ 0	0	I	See footnote ^{( 8 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		19,138		^{( 2 )}	^{( 2 )}	Class A Common Stock	19,138	$ 0	42,578	I	See footnote ^{( 8 )}
Series E Preferred Stock ^{( 10 )}	^{( 10 )}	09/21/2020		C			855,076	^{( 10 )}	^{( 10 )}	Existing Class B Common Stock	855,076	$ 0	0	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 10 )}	^{( 10 )}	09/21/2020		C		855,076		^{( 10 )}	^{( 10 )}	Class A Common Stock	855,076	$ 0	855,076	I	See footnote ^{( 3 )}
Existing Class B Common Stock ^{( 1 )}	^{( 1 )}	09/21/2020		J			855,076	^{( 1 )}	^{( 1 )}	Class A Common Stock	855,076	$ 0	0	I	See footnote ^{( 3 )}
Class B Common Stock ^{( 1 )} ^{( 2 )}	^{( 2 )}	09/21/2020		J		855,076		^{( 2 )}	^{( 2 )}	Class A Common Stock	855,076	$ 0	27,888,336	I	See footnote ^{( 3 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Moskovitz Dustin A. C/O ASANA, INC. 1550 BRYANT STREET, SUITE 200 SAN FRANCISCO, CA94103	X	X	President, CEO, & Chair

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

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 shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05.
( 4 )The shares are held of record by Dustin Moskovitz Roth IRA.
( 5 )The shares are held of record by Justin Rosenstein Trust. Dustin Moskovitz is the trustee of the Justin Rosenstein Trust and may be deemed to have voting power and dispositive power over the shares held by the trust.
( 6 )The shares are held of record by Justin Rosenstein Trust 2. Dustin Moskovitz is the trustee of the Justin Rosenstein Trust 2 and may be deemed to have voting power and dispositive power over the shares held by the trust.
( 7 )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.
( 8 )The shares are held of record by Moskovitz Investment Holdings, LLC. Dustin Moskovitz, Adam Moskovitz, and Richard Druckman, the managing members of Moskovitz Investment Holdings, LLC, have shared voting and dispositive power with respect to these shares.
( 9 )The Series D 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.
( 10 )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:
Due to technical limitations of the EDGAR filing system, which limits the number of lines per table, this filing is one of two separate Form 4 filings being made by the reporting person on the date hereof.

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.

Sec Form 4 Filing - Moskovitz Dustin A. @ Asana, Inc. - 2020-09-21