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