0001209191-20-051352.txt : 20200921
0001209191-20-051352.hdr.sgml : 20200921
20200921181449
ACCESSION NUMBER: 0001209191-20-051352
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200921
FILED AS OF DATE: 20200921
DATE AS OF CHANGE: 20200921
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Moskovitz Dustin A.
CENTRAL INDEX KEY: 0001549917
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39495
FILM NUMBER: 201187409
MAIL ADDRESS:
STREET 1: P.O. BOX 2929
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Asana, Inc.
CENTRAL INDEX KEY: 0001477720
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 263912448
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1550 BRYANT STREET, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
BUSINESS PHONE: (415) 525-3888
MAIL ADDRESS:
STREET 1: 1550 BRYANT STREET, SUITE 800
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94103
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2020-09-21
0
0001477720
Asana, Inc.
ASAN
0001549917
Moskovitz Dustin A.
C/O ASANA, INC.
1550 BRYANT STREET, SUITE 200
SAN FRANCISCO
CA
94103
1
1
1
0
President, CEO, & Chair
Class A Common Stock
1560779
I
See footnote
Existing Class B Common Stock
0.00
Class A Common Stock
22395830
D
Existing Class B Common Stock
0.00
Class A Common Stock
1743910
I
See footnote
Existing Class B Common Stock
0.00
Class A Common Stock
2604170
I
See footnote
Existing Class B Common Stock
0.00
Class A Common Stock
460000
I
See footnote
Existing Class B Common Stock
0.00
Class A Common Stock
1229256
I
See footnote
Series C Preferred Stock
Existing Class B Common Stock
18198935
I
See footnote
Series C Preferred Stock
Existing Class B Common Stock
23440
I
See footnote
Series D Preferred Stock
Existing Class B Common Stock
7090415
I
See footnote
Series D Preferred Stock
Existing Class B Common Stock
19138
I
See footnote
Series E Preferred Stock
Existing Class B Common Stock
855076
I
See footnote
Senior Mandatory Convertible Promissory Note
31.58
2020-01-30
2025-01-30
Existing Class B Common Stock
11282390
I
See footnote
Senior Mandatory Convertible Promissory Note
31.09
2020-06-26
2025-06-26
Existing Class B Common Stock
5730432
I
See footnote
The shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05.
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.
The shares are held of record by Dustin Moskovitz Roth IRA.
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.
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.
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.
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.
The Series D 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 D Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.
The Series E 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 E Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.
The Senior Mandatory Convertible Promissory Note (the January Convertible Note) has a principal amount of $300,000,000, a maturity date of January 30, 2025, and accrues interest at a rate of 3.5% per annum, compounded annually. Subject to meeting certain trading price conditions, the principal amount and all accrued interest through scheduled maturity may be converted prior to maturity upon the option of the Issuer into shares of Existing Class B Common Stock at the initial conversion price of $31.58 per share. The initial conversion price and number of shares issuable upon conversion of the January Convertible Note are subject to potential adjustment per the terms of such note. Per the terms of the January Convertible Note, such note is also mandatorily convertible into shares of Existing Class B Common Stock upon the occurrence of certain other events, including at the maturity date of such note and upon a change of control of the Issuer.
The Senior Mandatory Convertible Promissory Note (the June Convertible Note) has a principal amount of $150,000,000, a maturity date of June 26, 2025, and accrues interest at a rate of 3.5% per annum, compounded annually. Subject to meeting certain trading price conditions, the principal amount and all accrued interest through scheduled maturity may be converted prior to maturity upon the option of the Issuer into shares of Existing Class B Common Stock at the initial conversion price of $31.09 per share. The initial conversion price and number of shares issuable upon conversion of the June Convertible Note are subject to potential adjustment per the terms of such note. Per the terms of the June Convertible Note, such note is also mandatorily convertible into shares of Existing Class B Common Stock upon the occurrence of certain other events, including at the maturity date of such note and upon a change of control of the Issuer.
/s/ Katie Colendich, Attorney-in-Fact
2020-09-21
EX-24.3_937991
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints
each of Eleanor Lacey, Katie Colendich, Pam Jackson, Tim Wan, and John
Iparraguirre, signing individually, the undersigned's true and lawful
attorneys-in-fact and agents to:
1. execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or more than 10% stockholder of Asana, Inc. (the
"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the U.S. Securities and Exchange Commission and any stock exchange or
similar authority; and
3. take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 19th day of August, 2020.
/s/ Dustin Moskovitz