SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Founders Fund IV Management, LLC

(Last)

(First)

(Middle)

ONE LETTERMAN DRIVE

BUILDING D, 5TH FLOOR

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2020

3. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Existing Class B Common Stock⁽²⁾	6,289,855	⁽¹⁾	I	By Partnership⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Existing Class B Common Stock⁽²⁾	2,019,069	⁽¹⁾	I	By Partnership⁽⁴⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Existing Class B Common Stock⁽²⁾	177,448	⁽⁵⁾	I	By Partnership⁽³⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Existing Class B Common Stock⁽²⁾	56,961	⁽⁵⁾	I	By Partnership⁽⁴⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Existing Class B Common Stock⁽²⁾	36,217	⁽⁶⁾	I	By Partnership⁽³⁾
Series D Preferred Stock	⁽⁶⁾	⁽⁶⁾	Existing Class B Common Stock⁽²⁾	11,626	⁽⁶⁾	I	By Partnership⁽⁴⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Existing Class B Common Stock⁽²⁾	92,470	⁽⁷⁾	I	By Partnership⁽³⁾
Series E Preferred Stock	⁽⁷⁾	⁽⁷⁾	Existing Class B Common Stock⁽²⁾	29,683	⁽⁷⁾	I	By Partnership⁽⁴⁾

Explanation of Responses:

1. The Series B 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 B Preferred Stock will be converted into shares of Existing Class B Common Stock of the Issuer.

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 (the "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. These shares are held of record by The Founders Fund IV, LP ("FFIV"). The Founders Fund IV Management, LLC ("FFIVM") is the general partner of FFIV. FFIVM disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.

4. These shares are held of record by The Founders Fund IV Principals Fund, LP ("FFIVP"). FFIVM is the general partner of FFIVP. FFIVM disclaims beneficial ownership of the reported shares except to the extent of its pecuniary interest therein.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Brian Singerman, Managing Member	09/21/2020
	** Signature of Reporting Person	Date
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 5 (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).
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