Amendment: SEC Form SCHEDULE 13D/A filed by Asana Inc.
$ASAN
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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ASANA, INC. (Name of Issuer) |
Class A Common Stock, $0.00001 par value per share (Title of Class of Securities) |
04342Y104 (CUSIP Number) |
Eleanor Lacey c/o Asana, Inc., 633 Folsom Street, Suite 100 San Francisco, CA, 94107 415-525-3888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 04342Y104 |
| 1 |
Name of reporting person
Dustin A. Moskovitz | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
124,246,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
57.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The Sole Voting Power in Row 7 consists of (i) 19,839,676 shares of Class A Common Stock, $0.00001 par value per share (the "Class A Common Stock") of the Issuer held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05 (the "Dustin Moskovitz Trust"), (iii) 21,395,830 shares of Class B Common Stock, $0.00001 par value per share (the "Class B Common Stock") of the Issuer held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, and (viii) 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D. The Sole Voting Power does not include 31,508,760 shares of Class A Common Stock purchased on or after September 7, 2022 and held of record by the Reporting Person, over which the Issuer holds an irrevocable proxy pursuant to a purchase agreement as described in Item 6 of this Schedule 13D.
The Sole Dispositive Power in Row 9 consists of (i) 51,348,436 shares of Class A Common Stock held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by the Dustin Moskovitz Trust,
(iii) 21,395,830 shares of Class B Common Stock held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust and (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust.
The Shared Dispositive Power in Row 10 consists of 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D. The Reporting Person and his spouse serve as directors on the board of Good Ventures Foundation and may be deemed to have shared dispositive power with respect to the shares held of record by Good Ventures Foundation.
The Aggregate Amount Beneficially Owned in Row 11 consists of (i) 51,348,436 shares of Class A Common Stock held of record by the Reporting Person, (ii) 4,147,046 shares of Class A Common Stock held of record by the Dustin Moskovitz Trust, (iii) 21,395,830 shares of Class B Common Stock held of record by the Reporting Person, (iv) 42,030,755 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares of Class B Common Stock held of record by the Dustin Moskovitz Roth IRA, (vi) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, (vii) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which the Reporting Person is the trustee and may be deemed to have voting power and dispositive power over the shares held by this trust, and (viii) 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which the Reporting Person holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 of this Schedule 13D.
Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock.
The Percent of Class Represented in Row 13 is based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 150,448,390 shares of Class A Common Stock outstanding as of March 26, 2025, as reported by the Issuer to the Reporting Person, and (ii) 67,030,474 shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.00001 par value per share | |
| (b) | Name of Issuer:
ASANA, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
633 FOLSOM STREET, SUITE 100, SAN FRANCISCO,
CALIFORNIA
, 94107. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") to Schedule 13D relates to the shares of Class A common stock, $0.00001 par value per share (the "Class A Common Stock"), of Asana, Inc., a Delaware corporation (the "Issuer"), and amends and supplements the initial statement on Schedule 13D filed by Dustin A. Moskovitz (the "Reporting Person") with the Securities and Exchange Commission on February 14, 2022, as amended by Amendment No. 1 to Schedule 13D filed on March 7, 2022, Amendment No. 2 to Schedule 13D filed on September 16, 2022, Amendment No. 3 to Schedule 13D filed on November 14, 2023, and Amendment No. 4 to Schedule 13D filed on March 27, 2025 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented by adding the following paragraph at the end of Item 3:
Open-Market Purchases Pursuant to 2024 Trading Plan
From March 28, 2025 to the date hereof, the Reporting Person purchased 1,650,000 shares of Class A Common Stock in the open market at average prices per share as reflected in Schedule I of this Amendment No. 5 for an aggregate purchase price of $23,996,092.81, all of which was paid with the Reporting Person's personal funds. The shares of Class A Common Stock were purchased in the open market under a trading plan (the "2024 Trading Plan") pursuant to Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended.
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| Item 4. | Purpose of Transaction | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as follows:
(a) - (b) The percentage of beneficial ownership in this Schedule 13D is based on 150,159,266 shares of Class A Common Stock issued and outstanding as of April 11, 2025, as reported by the Issuer to the Reporting Person, and any shares of Class A Common Stock issuable upon the conversion of any shares of Class B Common Stock beneficially owned by the Reporting Person.
As of the date hereof, the aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for the Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Amendment No. 5 and are incorporated herein by reference.
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| (b) | See Item 5(b). | |
| (c) | Except as set forth on Schedule I of this Amendment No. 5, the Reporting Person, to the best of his knowledge, has not engaged in any transaction in any shares of Class A Common Stock since the filing of Amendment No. 4 to Schedule 13D on March 27, 2025. | |
| (d) | Other persons have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the 1,720,916 shares of Class A Common Stock held by Good Ventures Foundation. However, none of such persons' individual interest relates to more than 5% of the Class A Common Stock. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Schedule I | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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