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