SC 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

91,376,817 (1)(2)(3)

Shared Voting Power

0

Sole Dispositive Power

89,655,901(1)(2)

Shared Dispositive Power

1,720,916(2)

SC 13D 1 d246997dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

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

Telephone: (415) 525-3888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 11, 2021(1)

(Date of Event Which Requires Filing of This Statement)

(1)	See Explanatory Note.

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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP No. 04342Y104


1.		Name of Reporting Persons Dustin A. Moskovitz
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		Source of Funds (See Instructions) PF, AF, OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

(1)

Includes (i) 17,839,676 shares of Class A Common Stock held of record by Mr. Moskovitz, (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 held of record by Mr. Moskovitz, (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, and (vii) 1,178,424 shares of Class B Common Stock held of record by the Justin Rosenstein Trust 2. Mr. Moskovitz is the trustee of the Justin Rosenstein Trust and the Justin Rosenstein Trust 2 and may be deemed to have voting power and dispositive power over the shares held by these trusts.

Page 2

(2)

Includes 1,720,916 shares of Class A Common Stock held of record by Good Ventures Foundation, a charitable foundation, over which Mr. Moskovitz holds an irrevocable proxy pursuant to a voting agreement as described in Item 6 below. Mr. Moskovitz 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 the charitable foundation.

(3)	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. Each share of Class B Common Stock is entitled to 10 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(4)	Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Based on 102,856,523 shares of Class A Common Stock issued and outstanding as of February 11, 2022 as reported by the Issuer to the Reporting Person.

Page 3

Explanatory Note

The Reporting Person (as defined in Item 2 below) previously reported beneficial ownership of the Class A Common Stock (as defined in Item 1 below) of the Issuer (as defined in Item 1 below) in a statement on Schedule 13G. The previous statement on Schedule 13G was filed pursuant to Rule 13d-1(d) and Section 13(d)(6)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Person’s beneficial Ownership of Class A Common Stock has been regularly reported and disclosed in Form 4s filed with the Securities and Exchange Commission (the “SEC”), when required. The Reporting Person is now filing this statement on Schedule 13D (the “Statement”) because, as of June 11, 2021 (the “Trigger Acquisition Date”), the Reporting Person had acquired beneficial ownership during the preceding 12 months of more than 2% of the outstanding Class A Common Stock of the Issuer. Pursuant to the Security and Exchange Commission’s (the “SEC”) response to question 104.03 of the Compliance and Disclosure Interpretation for Schedule 13D, the Reporting Person is filing his initial Schedule 13D together with all amendments thereto in this single filing.

Item 1. Security and Issuer.

This Statement relates to the Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of Asana, Inc. (the “Issuer”). The Issuer’s principal executive office is located at 633 Folsom Street, Suite 100, San Francisco, CA 94107.

Item 2. Identity and Background

(a) This Statement is filed by Dustin A. Moskovitz, an individual (the “Reporting Person”).

(b) The business address of the Reporting Person is c/o Asana, Inc., 633 Folsom Street, Suite 100, San Francisco, CA 94107.

(c) The Reporting Person is the President, Chief Executive Officer and Chair of the Board of Directors of the Issuer. See Item 1.

(d)–(e) During the last five years, the Reporting Person has not been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration

Open-Market Purchases

The shares of Class A Common Stock acquired by the Reporting Person at any time following the date that is 60 days prior to the Trigger Acquisition Date and through the date of this filing (except for the shares acquired in connection with the conversion of certain senior mandatory convertible promissory notes, as detailed below) were acquired in the open market pursuant to 10b5-1 trading plans. The

Page 4

aggregate price for all shares of Class A Common Stock acquired by the Reporting Person on and since the Trigger Acquisition Date pursuant to 10b5-1 trading plans was $1,062,896,657.12, paid using the Reporting Person’s personal funds. The aggregate price for all shares of Class A Common Stock acquired by Good Ventures Foundation on and since the Trigger Acquisition Date pursuant to 10b5-1 trading plans was $69,253,335.80, paid using its working capital.

Conversion of Senior Mandatory Convertible Promissory Notes

The Issuer previously issued two unsecured mandatory convertible promissory notes for an aggregate principal amount of $450.0 million (the “2020 Notes”) to the Dustin Moskovitz Trust. On July 1, 2021, pursuant to the terms of the 2020 Notes, upon meeting the closing trading price criteria for optional conversion by the Issuer, the Issuer delivered to the Reporting Person notices of conversion pursuant to which the Issuer elected to convert all remaining amounts outstanding under the 2020 Notes into shares of the Issuer’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”), for the issuance of an aggregate of 17,012,822 shares of Class B Common Stock to the Dustin Moskovitz Trust. Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon the option of the holder.

Voting Agreement

On August 13, 2021, the Reporting Person entered into the Voting Agreement, as further described herein, pursuant to which he acquired sole voting power with respect to 1,720,916 shares of Class A Common Stock held by Good Ventures Foundation. The Reporting Person and his spouse serve as directors on the board of Good Ventures Foundation and prior to the Voting Agreement may have been deemed to have shared voting power with respect to the 1,720,916 shares of Class A Common Stock held by Good Ventures Foundation.

Item 4.

Purpose of Transaction

The Reporting Person acquired the shares described in item 5(c) for investment purposes only. The Reporting person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person may propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Class A Common Stock to become eligible for termination of registration under Section 12(g) of the Exchange Act. The Reporting Person also may change his investment intent at any time, to acquire additional shares of Class A Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Class A Common Stock beneficially owned by him in any manner permitted by law. The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Item 5.

Interest in Securities of the Issuer

(a) As of the date hereof, the Reporting Person is the beneficial owner of 91,376,817 shares of Class A Common Stock of the issuer (the “Shares”), constituting approximately 53.6% of the outstanding shares of Class A Common Stock of the Issuer. Schedule I to this Schedule 13D, which is incorporated herein by reference, contains the aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person on the Trigger Acquisition Date, the date of the Voting Agreement, and every date in which the Reporting Person’s beneficial ownership percentage changed by an amount equal to one percent or more.

Page 5

(b) As of the date hereof, the Reporting Person has sole voting power with respect to all of the Shares, sole dispositive power with respect to 91,376,817 of the Shares, and may be deemed to have shared dispositive power with respect to 1,720,916 of the Shares. Schedule I to this Schedule 13D, which is incorporated herein by reference, contains the aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person on the Trigger Acquisition Date, the date of the Voting Agreement, and every date in which the Reporting Person’s beneficial ownership percentage changed by an amount equal to one percent or more. On each such date prior to the execution of the Voting Agreement, the Reporting Person may have been deemed to have shared voting and shared dispositive power with respect to the shares of Class A Common Stock held by Good Ventures Foundation. On each such date after the execution of the Voting Agreement, the Reporting Person had sole voting power with respect to the shares of Class A Common stock held by Good Ventures Foundation.

(c) Schedule I to this Schedule 13D, which is incorporated herein by reference, sets forth certain information with respect to (i) the Reporting Person’s acquisition of Class A Common Stock on the Trigger Acquisition Date, (ii) acquisitions and dispositions of shares of Class A Common Stock resulting in a change to the Reporting Person’s beneficial ownership percentage by one percent or more, (iii) the Reporting Person’s beneficial ownership on the date of entry into the Voting Agreement, and (iv) transactions during the 60-day period prior to each such date in (i), (ii) and (iii) and the date of this Schedule 13D. Other than the acquisitions of Class A Common Stock as reported and described under this Item 5 and in Schedule I, the Reporting Person has not effected any other transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.

(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 of securities for which this Schedule 13D is filed.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of The Issuer.

On August 13, 2021, the Reporting Person and Good Ventures Foundation (the “Foundation”) entered into a voting agreement (the “Voting Agreement”), pursuant to which the Foundation agreed to vote all of its Class A Common Stock in the same manner as the Reporting Person’s shares are voted. The Reporting Person was appointed as the Foundation’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of the Foundation’s shares in the manner specified if the Foundation fails to vote in accordance with the Voting Agreement.

Page 6

Item 7.

Material to be Filed as Exhibits.


Exhibit No.		Description of Document

99.1		Voting Agreement, dated as of August 13, 2021, by and between Good Ventures Foundation and Dustin Moskovitz (incorporated herein by reference to Exhibit 10.2 in Asana, Inc.’s Quarterly Report on Form 10-Q for the period ended July 31, 2021, as filed with the SEC on September 3, 2021.

Page 7

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.


Date: February 14, 2022				/s/ Dustin A. Moskovitz
				Dustin A. Moskovitz

Page 8

SCHEDULE I

The following table sets forth certain information with respect to (i) the Reporting Person’s acquisition of Class A Common Stock on the Trigger Acquisition Date, (ii) acquisitions and dispositions of shares of Class A Common Stock resulting in a change to the Reporting Person’s beneficial ownership percentage by one percent or more, (iii) the Reporting Person’s beneficial ownership on the date of entry into the Voting Agreement, and (iv) transactions during the 60-day period prior to each such date in (i), (ii) and (iii) and the date of this Schedule 13D. Asterisks (*) indicate dates when the Reporting Persons’ beneficial ownership percentage changed by one percent or more. Plus signs (+) indicate purchases made by Good Ventures Foundation.


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
6/7/2021	Open Market Purchase		36,561	$	37.39	$	37.10 - $38.09		55,692,370		39.1	%
	Open Market Purchase		27,012	$	38.75	$	38.11 - $39.10		55,719,382		39.1	%
	Open Market Purchase		71,167	$	39.63	$	39.11 - $40.08		55,790,549		39.1	%
	Open Market Purchase		115,260	$	40.68	$	40.11 - $41.05		55,905,809		39.2	%
	Open Market Purchase +		8,576	$	37.74	$	37.10 - $38.07		55,914,385		39.2	%
	Open Market Purchase +		23,303	$	38.93	$	38.27 - $39.26		55,937,688		39.2	%
	Open Market Purchase +		41,701	$	39.76	$	39.27 - $40.26		55,979,389		39.3	%
	Open Market Purchase +		51,420	$	40.70	$	40.27 - $41.03		56,030,809		39.3	%
6/8/2021	Open Market Purchase		54,937	$	38.46	$	37.85 - $38.84		56,085,746		39.3	%
	Open Market Purchase		165,926	$	39.44	$	38.86 - $39.85		56,251,672		39.4	%
	Open Market Purchase		29,137	$	39.94	$	39.86 - $40.05		56,280,809		39.5	%
	Open Market Purchase +		29,366	$	38.46	$	37.86 - $38.84		56,310,175		39.5	%
	Open Market Purchase +		82,034	$	39.42	$	38.86 - $39.85		56,392,209		39.5	%
	Open Market Purchase +		13,600	$	39.93	$	39.86 - $40.05		56,405,809		39.6	%
6/9/2021	Open Market Purchase		43,367	$	40.36	$	39.83 - $40.82		56,449,176		39.4	%
	Open Market Purchase		206,633	$	41.20	$	40.85 - $41.50		56,655,809		39.5	%
	Open Market Purchase +		20,302	$	40.37	$	39.83 - $40.81		56,676,111		39.5	%
	Open Market Purchase +		91,109	$	41.20	$	40.83 - $41.49		56,767,220		39.6	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
6/10/2021	Open Market Purchase		27,952	$	42.82	$	42.25 - $43.23		56,795,172		39.6	%
	Open Market Purchase		58,397	$	43.71	$	43.27 - $44.24		56,853,569		39.6	%
	Open Market Purchase		32,388	$	44.93	$	44.33 - $45.23		56,885,957		39.7	%
	Open Market Purchase		41,263	$	45.94	$	45.37 - $46.14		56,927,220		39.7	%
	Open Market Purchase +		21,162	$	42.83	$	42.25 - $43.24		56,948,382		39.7	%
	Open Market Purchase +		40,770	$	43.72	$	43.29 - $44.23		56,989,152		39.7	%
	Open Market Purchase +		20,834	$	44.92	$	44.33 - $45.23		57,009,986		39.8	%
	Open Market Purchase +		24,279	$	45.94	$	45.37 - $46.14		57,034,265		39.8	%
6/11/2021	Open Market Purchase		97,509	$	45.38	$	44.80 - $45.79		57,131,774		39.8	%
	Open Market Purchase		62,491	$	46.19	$	45.80 - $46.55		57,194,265		39.9	%
	Open Market Purchase +		60,403	$	45.23	$	44.60 - $45.58		57,254,668		39.9	%
	Open Market Purchase +		50,708	$	46.05	$	45.60 - $46.55		57,305,376		39.9	%
6/14/2021	Open Market Purchase		93,019	$	46.67	$	46.09 - $47.08		57,398,395		39.9	%
	Open Market Purchase		50,433	$	47.52	$	47.09 - $48.06		57,448,828		40.0	%
	Open Market Purchase		16,548	$	48.24	$	48.09 - $48.36		57,465,376		40.0	%
	Open Market Purchase +		56,603	$	46.69	$	46.09 - $47.08		57,521,979		40.0	%
	Open Market Purchase +		33,647	$	47.55	$	47.12 - $48.10		57,555,626		40.0	%
	Open Market Purchase +		9,750	$	48.26	$	48.12 - $48.36		57,565,376		40.1	%
6/15/2021	Open Market Purchase		61,539	$	46.22	$	45.50 - $46.49		57,626,915		40.1	%
	Open Market Purchase		98,461	$	46.77	$	46.50 - $47.37		57,725,376		40.1	%
	Open Market Purchase +		38,518	$	46.21	$	45.50 - $46.49		57,763,894		40.2	%
	Open Market Purchase +		61,482	$	46.77	$	46.50 - $47.37		57,825,376		40.2	%
6/16/2021	Open Market Purchase		8,250	$	47.39	$	47.34 - $47.48		57,833,626		40.2	%
	Open Market Purchase		31,678	$	48.94	$	48.43 - $49.42		57,865,304		40.2	%
	Open Market Purchase		111,045	$	49.94	$	49.44 - $50.43		57,976,349		40.3	%
	Open Market Purchase		9,027	$	50.54	$	50.46 - $50.66		57,985,376		40.3	%
	Open Market Purchase +		5,422	$	47.39	$	47.34 - $47.476		57,990,798		40.3	%
	Open Market Purchase +		19,587	$	48.96	$	48.51 - $49.45		58,010,385		40.3	%
	Open Market Purchase +		72,291	$	49.96	$	49.51 - $50.49		58,082,676		40.4	%
	Open Market Purchase +		2,700	$	50.60	$	50.54 - $50.65		58,085,376		40.4	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
6/17/2021	Open Market Purchase		6,724	$	49.63	$	49.43 - $50.41		58,092,100		40.4	%
	Open Market Purchase		7,500	$	50.84	$	50.45 - $51.43		58,099,600		40.4	%
	Open Market Purchase		19,950	$	51.84	$	51.50 - $52.49		58,119,550		40.4	%
	Open Market Purchase		61,142	$	52.99	$	52.50 - $53.49		58,180,692		40.4	%
	Open Market Purchase		59,584	$	53.95	$	53.50 - $54.48		58,240,276		40.5	%
	Open Market Purchase		5,100	$	54.62	$	54.51 - $54.76		58,245,376		40.5	%
	Open Market Purchase +		12,140	$	49.49	$	49.45 - $49.97		58,257,516		40.5	%
	Open Market Purchase +		11,300	$	51.20	$	50.71 - $51.69		58,268,816		40.5	%
	Open Market Purchase +		10,721	$	52.36	$	51.81 - $52.80		58,279,537		40.5	%
	Open Market Purchase +		38,020	$	53.18	$	52.81 - $53.80		58,317,557		40.5	%
	Open Market Purchase +		27,819	$	54.14	$	53.81 - $54.76		58,345,376		40.5	%
6/18/2021	Open Market Purchase		68,126	$	55.14	$	54.50 - $55.49		58,413,502		40.6	%
	Open Market Purchase		75,069	$	56.00	$	55.50 - $56.49		58,488,571		40.6	%
	Open Market Purchase		16,805	$	56.87	$	56.52 - $57.03		58,505,376		40.6	%
	Open Market Purchase +		44,273	$	55.08	$	54.50 - $55.49		58,549,649		40.6	%
	Open Market Purchase +		38,497	$	56.00	$	55.50 - $56.49		58,588,146		40.7	%
	Open Market Purchase +		8,230	$	56.88	$	56.50 - $57.02		58,596,376		40.7	%
6/21/2021	Open Market Purchase		40,443	$	57.99	$	57.32 - $58.31		58,636,819		40.7	%
	Open Market Purchase		22,296	$	58.59	$	58.32 - $59.25		58,659,115		40.7	%
	Open Market Purchase		46,848	$	60.23	$	59.49 - $60.48		58,705,963		40.7	%
	Open Market Purchase		50,413	$	60.75	$	60.49 - $61.29		58,756,376		40.7	%
	Open Market Purchase +		20,663	$	57.97	$	57.31 - $58.29		58,777,039		40.7	%
	Open Market Purchase +		13,400	$	58.60	$	58.31 - $59.25		58,790,439		40.8	%
	Open Market Purchase +		17,968	$	59.99	$	59.395 - $60.39		58,808,407		40.8	%
	Open Market Purchase +		31,302	$	60.67	$	60.40 - $61.29		58,839,709		40.8	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
6/22/2021*	Open Market Purchase		9,728	$	55.48	$	55.01 - $55.605		58,849,437		40.8	%
	Open Market Purchase		94,949	$	56.55	$	56.10 - $57.08		58,944,386		40.9	%
	Open Market Purchase		52,623	$	57.68	$	57.10 - $58.09		58,997,009		40.9	%
	Open Market Purchase		2,700	$	58.19	$	58.12 - $58.26		58,999,709		40.9	%
	Open Market Purchase +		12,843	$	55.16	$	54.94 - $55.605		59,012,552		40.9	%
	Open Market Purchase +		51,874	$	56.61	$	56.16 - $57.15		59,064,426		40.9	%
	Open Market Purchase +		25,233	$	57.70	$	57.19 - $58.17		59,089,659		41.0	%
	Open Market Purchase +		1,050	$	58.26	$	58.23 - $58.26		59,090,709		41.0	%
6/23/2021	Open Market Purchase		8,303	$	56.44	$	56.20 - $57.15		59,099,012		40.8	%
	Open Market Purchase		9,300	$	57.60	$	57.27 - $58.25		59,108,312		40.8	%
	Open Market Purchase		84,434	$	58.81	$	58.30 - $59.29		59,192,746		40.8	%
	Open Market Purchase		56,015	$	59.74	$	59.33 - $60.26		59,248,761		40.9	%
	Open Market Purchase		1,948	$	60.54	$	60.33 - $60.73		59,250,709		40.9	%
	Open Market Purchase +		4,496	$	56.38	$	56.20 - $57.15		59,255,205		40.9	%
	Open Market Purchase +		4,800	$	57.60	$	57.27 - $58.19		59,260,005		40.9	%
	Open Market Purchase +		40,650	$	58.82	$	58.30 - $59.29		59,300,655		40.9	%
	Open Market Purchase +		32,012	$	59.73	$	59.33 - $60.26		59,332,667		40.9	%
	Open Market Purchase +		1,375	$	60.49	$	60.33 - $60.73		59,334,042		40.9	%
6/24/2021	Open Market Purchase		33,885	$	59.20	$	58.72 - $59.70		59,367,927		40.9	%
	Open Market Purchase		91,523	$	60.44	$	59.98 - $60.97		59,459,450		41.0	%
	Open Market Purchase		34,592	$	61.27	$	60.98 - $61.70		59,494,042		41.0	%
	Open Market Purchase +		21,631	$	59.07	$	58.72 - $59.647		59,515,673		41.0	%
	Open Market Purchase +		47,692	$	60.44	$	59.99 - $60.98		59,563,365		41.1	%
	Open Market Purchase +		14,010	$	61.30	$	60.99 - $61.70		59,577,375		41.1	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
6/25/2021	Open Market Purchase		63,569	$	62.03	$	61.46 - $62.45		59,640,944		41.1	%
	Open Market Purchase		84,980	$	63.02	$	62.46 - $63.45		59,725,924		41.2	%
	Open Market Purchase		11,451	$	63.52	$	63.46 - $63.72		59,737,375		41.2	%
	Open Market Purchase +		29,768	$	62.02	$	61.46 - $62.45		59,767,143		41.2	%
	Open Market Purchase +		41,381	$	63.00	$	62.46 - $63.45		59,808,524		41.2	%
	Open Market Purchase +		5,795	$	63.52	$	63.46 - $63.72		59,814,319		41.2	%
6/28/2021	Open Market Purchase		31,294	$	61.51	$	61.215 - $62.15		59,845,613		41.2	%
	Open Market Purchase		43,051	$	63.11	$	62.40 - $63.39		59,888,664		41.3	%
	Open Market Purchase		85,655	$	63.73	$	63.40 - $64.16		59,974,319		41.3	%
	Open Market Purchase +		13,832	$	61.49	$	61.26 - $62.25		59,988,151		41.3	%
	Open Market Purchase +		20,988	$	63.09	$	62.40 - $63.39		60,009,139		41.4	%
	Open Market Purchase +		42,124	$	63.71	$	63.40 - $64.16		60,051,263		41.4	%
6/29/2021	Open Market Purchase		53,208	$	63.26	$	62.58 - $63.57		60,104,471		41.4	%
	Open Market Purchase		102,592	$	64.02	$	63.58 - $64.53		60,207,063		41.5	%
	Open Market Purchase		4,200	$	64.71	$	64.59 - $64.80		60,211,263		41.5	%
	Open Market Purchase +		23,497	$	63.26	$	62.58 - $63.57		60,234,760		41.5	%
	Open Market Purchase +		50,131	$	64.00	$	63.58 - $64.53		60,284,891		41.5	%
	Open Market Purchase +		3,316	$	64.75	$	64.59 - $64.92		60,288,207		41.5	%
6/30/2021	Open Market Purchase		60,436	$	62.85	$	62.29 - $63.28		60,348,643		41.6	%
	Open Market Purchase		99,564	$	63.63	$	63.29 - $64.00		60,448,207		41.7	%
	Open Market Purchase +		28,299	$	62.87	$	62.30 - $63.29		60,476,506		41.7	%
	Open Market Purchase +		48,645	$	63.64	$	63.30 - $64.04		60,525,151		41.7	%
7/1/2021*	Conversion of Senior Mandatory Convertible Promissory Notes (3)		17,012,822		—		—		77,537,973		47.8	%
8/13/2021	Entry into Voting Agreement (4)				—		—		77,537,973		47.6	%
11/23/2021	Open Market Purchase		250,000	$	100.00	$	99.825 - $100.00		79,004,889		47.8	%
11/24/2021	Open Market Purchase		121,928	$	100.00	$	99.83 - $100.00		79,126,817		47.9	%
12/1/2021	Open Market Purchase		250,000	$	100.00	$	99.89 - $100.00		79,376,817		48.0	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
12/6/2021	Open Market Purchase		14,998	$	62.53	$	61.95 - $62.94		79,391,815		48.0	%
	Open Market Purchase		64,443	$	63.43	$	63.00 - $63.98		79,456,258		48.0	%
	Open Market Purchase		31,013	$	64.57	$	64.00 - $64.97		79,487,271		48.0	%
	Open Market Purchase		179,846	$	65.60	$	65.01 - $66.00		79,667,117		48.1	%
	Open Market Purchase		148,338	$	66.44	$	66.01 - $67.00		79,815,455		48.2	%
	Open Market Purchase		61,362	$	67.35	$	67.01 - $67.71		79,876,817		48.3	%
12/7/2021	Open Market Purchase		6,979	$	70.02	$	70.00 - $70.75		79,883,796		48.3	%
	Open Market Purchase		31,022	$	72.15	$	71.50 - $72.48		79,914,818		48.3	%
	Open Market Purchase		92,691	$	73.08	$	72.50 - $73.49		80,007,509		48.3	%
	Open Market Purchase		165,195	$	74.07	$	73.5 - $74.49		80,172,704		48.4	%
	Open Market Purchase		165,770	$	75.02	$	74.50 - $75.49		80,338,474		48.5	%
	Open Market Purchase		38,343	$	75.70	$	75.50 - $76.17		80,376,817		48.6	%
12/8/2021*	Open Market Purchase		4,302	$	72.25	$	72.00 - $72.95		80,381,119		48.5	%
	Open Market Purchase		23,176	$	73.70	$	73.10 - $74.07		80,404,295		48.6	%
	Open Market Purchase		29,537	$	74.81	$	74.18 - $75.16		80,433,832		48.6	%
	Open Market Purchase		25,631	$	75.74	$	75.21 - $76.12		80,459,463		48.6	%
	Open Market Purchase		31,572	$	76.77	$	76.22 - $77.15		80,491,035		48.6	%
	Open Market Purchase		32,292	$	77.74	$	77.25 - $78.22		80,523,327		48.6	%
	Open Market Purchase		51,443	$	78.67	$	78.25 - $79.23		80,574,770		48.7	%
	Open Market Purchase		52,047	$	79.69	$	79.25 - $80.27		80,626,817		48.7	%
12/13/2021	Open Market Purchase		205,628	$	64.16	$	63.56 - $64.55		80,832,445		48.8	%
	Open Market Purchase		93,954	$	64.88	$	64.56 - $65.55		80,926,399		48.8	%
	Open Market Purchase		62,065	$	66.22	$	65.58 - $66.55		80,988,464		48.9	%
	Open Market Purchase		113,416	$	67.10	$	66.59 - $67.51		81,101,880		48.9	%
	Open Market Purchase		24,937	$	67.82	$	67.60 - $68.00		81,126,817		48.9	%
12/14/2021	Open Market Purchase		30,969	$	62.14	$	61.64 - $62.61		81,157,786		49.0	%
	Open Market Purchase		118,299	$	63.27	$	62.64 - $63.63		81,276,085		49.0	%
	Open Market Purchase		154,176	$	64.12	$	63.64 - $64.63		81,430,261		49.1	%
	Open Market Purchase		142,515	$	65.00	$	64.64 - $65.60		81,572,776		49.2	%
	Open Market Purchase		54,041	$	65.96	$	65.64 - $66.33		81,626,817		49.2	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
12/15/2021	Open Market Purchase		33,766	$	64.71	$	64.00 - $64.99		81,660,583		49.3	%
	Open Market Purchase		131,697	$	65.46	$	65.00 - $65.95		81,792,280		49.3	%
	Open Market Purchase		57,672	$	66.34	$	66.00 - $66.96		81,849,952		49.4	%
	Open Market Purchase		15,744	$	67.43	$	67.01 - $67.96		81,865,696		49.4	%
	Open Market Purchase		9,821	$	68.62	$	68.00 - $68.96		81,875,517		49.4	%
	Open Market Purchase		1,300	$	69.09	$	69.05 - $69.11		81,876,817		49.4	%
12/20/2021	Open Market Purchase		23,292	$	72.24	$	71.85 - $72.83		81,900,109		49.4	%
	Open Market Purchase		23,418	$	73.23	$	72.85 - $73.74		81,923,527		49.4	%
	Open Market Purchase		16,719	$	74.12	$	73.86 - $74.58		81,940,246		49.4	%
	Open Market Purchase		33,276	$	75.91	$	75.23 - $76.22		81,973,522		49.4	%
	Open Market Purchase		175,543	$	76.77	$	76.24 - $77.23		82,149,065		49.5	%
	Open Market Purchase		159,883	$	77.58	$	77.24 - $78.12		82,308,948		49.6	%
	Open Market Purchase		42,631	$	78.69	$	78.3 - $79.27		82,351,579		49.7	%
	Open Market Purchase		8,441	$	79.72	$	79.31 - $80.24		82,360,020		49.7	%
	Open Market Purchase		16,797	$	80.57	$	80.31 - $80.85		82,376,817		49.7	%
12/21/2021*	Open Market Purchase		13,239	$	73.24	$	72.6 - $73.55		82,390,056		49.7	%
	Open Market Purchase		46,473	$	74.27	$	73.62 - $74.59		82,436,529		49.7	%
	Open Market Purchase		52,792	$	75.01	$	74.64 - $75.61		82,489,321		49.7	%
	Open Market Purchase		71,303	$	76.20	$	75.67 - $76.64		82,560,624		49.8	%
	Open Market Purchase		99,219	$	77.12	$	76.67 - $77.66		82,659,843		49.8	%
	Open Market Purchase		54,861	$	78.17	$	77.69 - $78.68		82,714,704		49.9	%
	Open Market Purchase		56,421	$	79.40	$	78.69 - $79.68		82,771,125		49.9	%
	Open Market Purchase		96,689	$	80.02	$	79.69 - $80.65		82,867,814		50.0	%
	Open Market Purchase		9,003	$	80.72	$	80.69 - $80.863		82,876,817		50.0	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
12/22/2021	Open Market Purchase		17,623	$	78.37	$	77.65 - $78.63		82,894,440		49.1	%
	Open Market Purchase		71,296	$	79.22	$	78.66 - $79.62		82,965,736		49.1	%
	Open Market Purchase		66,344	$	80.11	$	79.66 - $80.65		83,032,080		49.2	%
	Open Market Purchase		70,866	$	81.11	$	80.66 - $81.65		83,102,946		49.2	%
	Open Market Purchase		23,871	$	81.95	$	81.66 - $82.25		83,126,817		49.2	%
12/30/2021	Open Market Purchase		14,877	$	72.83	$	72.45 - $73.43		83,141,694		48.9	%
	Open Market Purchase		71,656	$	73.98	$	73.45 - $74.43		83,213,350		48.9	%
	Open Market Purchase		154,292	$	74.95	$	74.45 - $75.43		83,367,642		49.0	%
	Open Market Purchase		98,770	$	76.24	$	75.48 - $76.47		83,466,412		49.1	%
	Open Market Purchase		139,002	$	77.00	$	76.48 - $77.47		83,605,414		49.2	%
	Open Market Purchase		21,403	$	77.70	$	77.49 - $77.99		83,626,817		49.2	%
1/3/2022	Open Market Purchase		22,766	$	69.93	$	69.21 - $70.20		83,649,583		49.2	%
	Open Market Purchase		191,554	$	70.81	$	70.21 - $71.20		83,841,137		49.3	%
	Open Market Purchase		172,834	$	71.56	$	71.21 - $72.07		84,013,971		49.4	%
	Open Market Purchase		58,888	$	72.76	$	72.30 - $73.285		84,072,859		49.4	%
	Open Market Purchase		10,143	$	73.55	$	73.34 - $74.04		84,083,002		49.4	%
	Open Market Purchase		28,952	$	74.85	$	74.41 - $75.35		84,111,954		49.5	%
	Open Market Purchase		11,587	$	76.14	$	75.54 - $76.50		84,123,541		49.5	%
	Open Market Purchase		3,276	$	76.88	$	76.59 - $76.93		84,126,817		49.5	%
1/4/2022	Open Market Purchase		84,857	$	66.56	$	66.02 - $67.01		84,211,674		49.5	%
	Open Market Purchase		59,612	$	67.35	$	67.02 - $68.01		84,271,286		49.5	%
	Open Market Purchase		26,722	$	68.39	$	68.02 - $69.01		84,298,008		49.6	%
	Open Market Purchase		29,445	$	69.70	$	69.02 - $69.99		84,327,453		49.6	%
	Open Market Purchase		10,235	$	70.58	$	70.11 - $71.00		84,337,688		49.6	%
	Open Market Purchase		12,192	$	71.77	$	71.21 - $72.09		84,349,880		49.6	%
	Open Market Purchase		16,158	$	72.78	$	72.22 - $73.13		84,366,038		49.6	%
	Open Market Purchase		10,779	$	73.66	$	73.31 - $73.85		84,376,817		49.6	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
1/6/2022	Open Market Purchase		13,678	$	57.77	$	57.24 - $58.20		84,390,495		49.6	%
	Open Market Purchase		30,705	$	58.97	$	58.26 - $59.17		84,421,200		49.6	%
	Open Market Purchase		41,308	$	59.87	$	59.40 - $60.32		84,462,508		49.6	%
	Open Market Purchase		66,411	$	60.93	$	60.40 - $61.398		84,528,919		49.7	%
	Open Market Purchase		229,343	$	61.89	$	61.40 - $62.39		84,758,262		49.8	%
	Open Market Purchase		112,248	$	62.76	$	62.40 - $63.36		84,870,510		49.9	%
	Open Market Purchase		6,307	$	63.42	$	63.40 - $63.43		84,876,817		49.9	%
1/7/2022	Open Market Purchase		37,148	$	60.63	$	59.88 - $60.87		84,913,965		49.9	%
	Open Market Purchase		204,980	$	61.37	$	60.91 - $61.90		85,118,945		50.0	%
	Open Market Purchase		170,817	$	62.36	$	61.91 - $62.87		85,289,762		50.1	%
	Open Market Purchase		66,215	$	63.37	$	62.92 - $63.85		85,355,977		50.1	%
	Open Market Purchase		20,840	$	64.24	$	63.93 - $64.43		85,376,817		50.2	%
1/10/2022	Open Market Purchase		119,612	$	57.17	$	56.55 - $57.545		85,496,429		50.2	%
	Open Market Purchase		68,327	$	58.00	$	57.55 - $58.54		85,564,756		50.3	%
	Open Market Purchase		48,761	$	58.95	$	58.55 - $59.52		85,613,517		50.3	%
	Open Market Purchase		13,300	$	59.81	$	59.56 - $60.32		85,626,817		50.3	%
1/13/2022	Open Market Purchase		44,805	$	61.91	$	61.505 - $62.48		85,671,622		50.3	%
	Open Market Purchase		120,326	$	62.94	$	62.515 - $63.51		85,791,948		50.4	%
	Open Market Purchase		23,201	$	64.10	$	63.56 - $64.55		85,815,149		50.4	%
	Open Market Purchase		124,863	$	65.00	$	64.57 - $65.53		85,940,012		50.5	%
	Open Market Purchase		122,305	$	66.14	$	65.57 - $66.56		86,062,317		50.5	%
	Open Market Purchase		64,500	$	66.81	$	66.6 - $67.02		86,126,817		50.6	%
1/14/2022	Open Market Purchase		116,406	$	60.35	$	59.75 - $60.74		86,243,223		50.6	%
	Open Market Purchase		57,695	$	61.18	$	60.76 - $61.75		86,300,918		50.7	%
	Open Market Purchase		31,224	$	62.36	$	61.80 - $62.77		86,332,142		50.7	%
	Open Market Purchase		37,643	$	63.15	$	62.80 - $63.79		86,369,785		50.7	%
	Open Market Purchase		7,032	$	63.99	$	63.845 - $64.08		86,376,817		50.7	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
1/19/2022*	Open Market Purchase		43,101	$	52.67	$	52.11 - $53.08		86,419,918		50.7	%
	Open Market Purchase		215,043	$	53.64	$	53.12 - $54.10		86,634,961		50.9	%
	Open Market Purchase		126,115	$	54.55	$	54.12 - $55.11		86,761,076		50.9	%
	Open Market Purchase		83,963	$	55.67	$	55.13 - $56.12		86,845,039		51.0	%
	Open Market Purchase		31,778	$	56.40	$	56.16 - $56.78		86,876,817		51.0	%
1/20/2022	Open Market Purchase		78,239	$	53.43	$	53.12 - $54.10		86,955,056		51.1	%
	Open Market Purchase		35,496	$	54.65	$	54.13 - $55.12		86,990,552		51.1	%
	Open Market Purchase		135,120	$	55.78	$	55.14 - $56.13		87,125,672		51.2	%
	Open Market Purchase		196,270	$	56.61	$	56.14 - $57.13		87,321,942		51.3	%
	Open Market Purchase		54,875	$	57.33	$	57.14 - $57.62		87,376,817		51.3	%
1/21/2022	Open Market Purchase		48,433	$	49.32	$	48.85 - $49.83		87,425,250		51.3	%
	Open Market Purchase		20,695	$	50.33	$	49.86 - $50.80		87,445,945		51.3	%
	Open Market Purchase		57,563	$	51.45	$	50.86 - $51.83		87,503,508		51.4	%
	Open Market Purchase		65,853	$	52.31	$	51.86 - $52.85		87,569,361		51.4	%
	Open Market Purchase		49,030	$	53.33	$	52.89 - $53.86		87,618,391		51.4	%
	Open Market Purchase		8,426	$	53.97	$	53.91 - $54.05		87,626,817		51.5	%
1/26/2022	Open Market Purchase		106,515	$	48.51	$	48.03 - $49.01		87,733,332		51.5	%
	Open Market Purchase		5,910	$	49.88	$	49.25 - $50.23		87,739,242		51.5	%
	Open Market Purchase		4,900	$	50.49	$	50.26 - $51.16		87,744,142		51.5	%
	Open Market Purchase		144,429	$	51.92	$	51.28 - $52.26		87,888,571		51.6	%
	Open Market Purchase		166,993	$	52.61	$	52.28 - $53.27		88,055,564		51.7	%
	Open Market Purchase		51,653	$	53.60	$	53.29 - $54.28		88,107,217		51.7	%
	Open Market Purchase		19,600	$	54.84	$	54.30 - $55.07		88,126,817		51.7	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
1/27/2022*	Open Market Purchase		175,920	$	45.94	$	45.33 - $46.30		88,302,737		51.8	%
	Open Market Purchase		22,100	$	46.71	$	46.33 - $47.32		88,324,837		51.8	%
	Open Market Purchase		77,752	$	47.80	$	47.34 - $48.28		88,402,589		51.9	%
	Open Market Purchase		98,112	$	48.97	$	48.41 - $49.40		88,500,701		51.9	%
	Open Market Purchase		123,495	$	49.78	$	49.41 - $50.38		88,624,196		52.0	%
	Open Market Purchase		2,621	$	50.54	$	50.43 - $50.59		88,626,817		52.0	%
1/28/2022	Open Market Purchase		83,061	$	44.26	$	43.77 - $44.76		88,709,878		52.0	%
	Open Market Purchase		41,223	$	45.09	$	44.77 - $45.73		88,751,101		52.1	%
	Open Market Purchase		45,172	$	46.35	$	45.80 - $46.79		88,796,273		52.1	%
	Open Market Purchase		55,262	$	47.18	$	46.80 - $47.75		88,851,535		52.1	%
	Open Market Purchase		25,182	$	48.18	$	47.80 - $48.77		88,876,717		52.1	%
	Open Market Purchase		100	$	48.80	$	48.80 - $48.80		88,876,817		52.1	%
2/2/2022	Open Market Purchase		195,454	$	49.46	$	48.82 - $49.81		89,072,271		52.2	%
	Open Market Purchase		135,731	$	50.09	$	49.82 - $50.80		89,208,002		52.3	%
	Open Market Purchase		57,446	$	51.30	$	50.86 - $51.83		89,265,448		52.4	%
	Open Market Purchase		66,595	$	52.36	$	51.88 - $52.87		89,332,043		52.4	%
	Open Market Purchase		39,374	$	53.35	$	52.93 - $53.92		89,371,417		52.4	%
	Open Market Purchase		5,400	$	54.10	$	54.10 - $54.10		89,376,817		52.4	%
2/3/2022	Open Market Purchase		275,237	$	45.89	$	45.24 - $46.23		89,652,054		52.6	%
	Open Market Purchase		127,312	$	46.70	$	46.24 - $47.23		89,779,366		52.7	%
	Open Market Purchase		89,285	$	47.70	$	47.24 - $48.23		89,868,651		52.7	%
	Open Market Purchase		8,166	$	48.47	$	48.24 - $48.74		89,876,817		52.7	%
2/4/2022	Open Market Purchase		86,990	$	45.94	$	45.348 - $46.33		89,963,807		52.8	%
	Open Market Purchase		128,181	$	46.83	$	46.36 - $47.35		90,091,988		52.8	%
	Open Market Purchase		30,363	$	47.69	$	47.36 - $48.355		90,122,351		52.9	%
	Open Market Purchase		4,466	$	48.51	$	48.37 - $48.69		90,126,817		52.9	%
2/9/2022*	Open Market Purchase		22,936	$	56.34	$	55.79 - $56.76		90,149,753		52.9	%
	Open Market Purchase		66,378	$	57.35	$	56.79 - $57.78		90,216,131		52.9	%
	Open Market Purchase		92,049	$	58.21	$	57.79 - $58.76		90,308,180		53.0	%
	Open Market Purchase		112,013	$	59.40	$	58.80 - $59.79		90,420,193		53.0	%
	Open Market Purchase		149,293	$	60.15	$	59.80 - $60.78		90,569,486		53.1	%
	Open Market Purchase		57,331	$	61.03	$	60.85 - $61.20		90,626,817		53.1	%


Transaction Date	Transaction Type	Number of Shares		Price per Share (1)		Price Range		Cumulative Shares Beneficially Owned Following Transaction		% Beneficially Owned Following Transaction (2)
2/10/2022	Open Market Purchase		27,242	$	59.26	$	59.01 - $59.64		90,654,059		53.2	%
	Open Market Purchase		33,336	$	60.97	$	60.52 - $61.43		90,687,395		53.2	%
	Open Market Purchase		11,600	$	62.04	$	61.63 - $62.40		90,698,995		53.2	%
	Open Market Purchase		22,608	$	63.58	$	63.03 - $63.94		90,721,603		53.2	%
	Open Market Purchase		21,920	$	64.76	$	64.07 - $65.05		90,743,523		53.2	%
	Open Market Purchase		67,749	$	65.50	$	65.08 - $66.03		90,811,272		53.3	%
	Open Market Purchase		77,006	$	66.62	$	66.10 - $67.09		90,888,278		53.3	%
	Open Market Purchase		131,778	$	67.62	$	67.10 - $68.09		91,020,056		53.4	%
	Open Market Purchase		86,557	$	68.54	$	68.10 - $69.09		91,106,613		53.4	%
	Open Market Purchase		20,204	$	69.33	$	69.10 - $69.65		91,126,817		53.4	%
2/11/2022	Open Market Purchase		65,101	$	64.59	$	63.89 - $64.88		91,191,918		53.5	%
	Open Market Purchase		90,788	$	65.20	$	64.89 - $65.84		91,282,706		53.5	%
	Open Market Purchase		78,692	$	66.35	$	65.91 - $66.86		91,361,398		53.6	%
	Open Market Purchase		15,419	$	67.16	$	66.92 - $67.61		91,376,817		53.6	%

*	Indicates dates when the Reporting Persons’ beneficial ownership percentage changed by one percent or more.

+	Indicates dates when the Reporting Persons’ beneficial ownership percentage changed by one percent or more.

(1)

In certain cases the indicated price is the weighted average of the prices for multiple transactions on the indicated date. The range of actual prices is indicated in the “Price Range” column. The Reporting Persons undertake to provide upon request by the staff of the Commission full information regarding the number of Shares purchased or sold at each separate price.

(2)	Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Based on the number of shares of Class A Common Stock issued and outstanding as of the date of the transaction as reported by the Issuer to the Reporting Person.

(3)	Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Based on the number of shares of Class A Common Stock issued and outstanding as of the date of the transaction as reported by the Issuer to the Reporting Person.

(4)	Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock. Based on the number of shares of Class A Common Stock issued and outstanding as of the date of the transaction as reported by the Issuer to the Reporting Person.

SEC Form SC 13D filed by Asana Inc.