0001209191-20-051667.txt : 20200923 0001209191-20-051667.hdr.sgml : 20200923 20200923164003 ACCESSION NUMBER: 0001209191-20-051667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200921 FILED AS OF DATE: 20200923 DATE AS OF CHANGE: 20200923 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Moskovitz Dustin A. CENTRAL INDEX KEY: 0001549917 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39495 FILM NUMBER: 201192400 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: 0131 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 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 Senior Mandatory Convertible Promissory Note 31.58 2020-09-21 4 J 0 11282390 0.00 D 2025-01-30 Existing Class B Common Stock 11282390 0 I See footnote Senior Mandatory Convertible Promissory Note 31.58 2020-09-21 4 J 0 11282390 0.00 A 2025-01-30 Class B Common Stock 11282390 11282390 I See footnote Senior Mandatory Convertible Promissory Note 31.09 2020-09-21 4 J 0 5730432 0.00 D 2025-06-26 Existing Class B Common Stock 5730432 0 I See footnote Senior Mandatory Convertible Promissory Note 31.09 2020-09-21 4 J 0 5730432 0.00 A 2025-06-26 Class B Common Stock 5730432 5730432 I See footnote The Senior Mandatory Convertible Promissory Note (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 have been converted prior to maturity upon the option of the Issuer into shares of existing Class B Common Stock (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 was 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. 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. The shares are held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05. 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 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 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. 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. The Senior Mandatory Convertible Promissory Note (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 have been 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 was 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 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 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 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. Due to technical limitations of the EDGAR filing system, which limits the number of lines per table, this filing is two of two separate Form 4 filings being made by the reporting person on the date hereof. /s/ Katie Colendich, Attorney-in-Fact 2020-09-23