UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b)
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b)
(Amendment No. )*
Asana, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
04342Y104
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 04342Y104
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13G | Page 2 of 7 Pages
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| 1 |
NAME OF REPORTING PERSON
ALLIANZ GLOBAL INVESTORS GmbH
| |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ (b) ☒
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Frankfurt, Germany | |||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
7,139,961 | ||
| 6 | SHARED VOTING POWER
0 | |||
| 7 | SOLE DISPOSITIVE POWER
22,726 | |||
| 8 | SHARED DISPOSITIVE POWER
7,117,235 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,139,961
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12 | TYPE OF REPORTING PERSON
FI | |||||
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CUSIP NO. 04342Y104
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13G | Page 3 of 7 Pages
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| Item 1 |
(a) |
Name of Issuer: | ||||
| Asana, Inc. | ||||||
| (b) |
Address of Issuer’s Principal Executive Offices: | |||||
| 633 Folsom Street, Suite 100 | ||||||
| San Francisco, CA 94107 | ||||||
| Item 2 |
(a) |
Name of Filer: | ||||
| Allianz Global Investors GmbH (“AGI GmbH”) | ||||||
| (b) |
Filer’s Address of Principal Business Office: | |||||
| AGI GmbH: Bockenheimer Landstrasse 42-44, Frankfurt, 2M 60323 Germany | ||||||
| (c) |
Filer’s Citizenship: | |||||
| AGI GmbH: Germany | ||||||
| (d) |
Title of Class of Securities: | |||||
| Class A Common Stock | ||||||
| (e) |
CUSIP Number: | |||||
| 04342Y104 | ||||||
| Item 3 |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: | |||||
| (a) |
☐ Broker or dealer registered under Section 15 of the Act; | |||||
| (b) |
☐ Bank as defined in Section 3(a)(6) of the Act; | |||||
| (c) |
☐ Insurance company as defined in Section 3(a)(19) of the Act; | |||||
| (d) |
☐ Investment company registered under Section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”); | |||||
| (e) |
☐ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |||||
| (f) |
☐ Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |||||
| (g) |
☐ Parent holding company or control person, in accordance with 13d-1(b)(ii)(G); | |||||
| (h) |
☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |||||
| (i) |
☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |||||
| (j) |
☒ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); or | |||||
| (k) |
☐ Group, in accordance with Rule13d-1(b)(1)(ii)(K); | |||||
| If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: German investment adviser. | ||||||
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CUSIP NO. 04342Y104
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13G | Page 4 of 7 Pages
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| Item 4 |
Ownership. | |||||
| (a) |
Amount beneficially owned: 7,139,961 | |||||
| (b) |
Percent of Class: 5.0% | |||||
| (c) |
Number of shares as to which such person has: | |||||
| (i) |
Sole power to vote or direct the vote: | |||||
| AGI GmbH: 7,117,235 | ||||||
| PT Allianz Global Investors Asset Management Indonesia (“AGI Indonesia”): 22,726 | ||||||
| (ii) |
Shared power to vote: 0 | |||||
| (iii) |
Sole power to dispose or direct the disposition of: | |||||
| AGI GmbH: 0 | ||||||
| AGI Indonesia: 22,726 | ||||||
| (iv) |
Shared power to dispose or direct the disposition of: | |||||
| AGI GmbH: 7,117,235 | ||||||
| AGI Indonesia: 0 | ||||||
Each of the entities named in this Item 4 (collectively, the “AGI Affiliated Advisers”), including AGI Indonesia which is an affiliate of AGI GmbH, is a non-U.S. institution as described in Item 3(j).
The securities reported in this Schedule 13G are held by investment advisory clients or discretionary accounts of which an AGI Affiliated Adviser is the investment adviser. When an investment management contract (including a sub-advisory agreement) delegates to an AGI Affiliated Adviser investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, the AGI Affiliated Adviser is treated as having sole investment discretion or voting authority, as the case may be, for purposes of Schedule 13G filings unless the agreement specifies otherwise, and when an AGI Affiliated Adviser delegates to a third party investment discretion or voting power over the securities held in investment advisory accounts of an AGI Affiliated Adviser, the AGI Affiliated Adviser is treated as having shared investment discretion or voting authority, as the case may be, over the securities held in such investment advisory accounts for purposes of Schedule 13G filings unless the agreement specifies otherwise. Each AGI Affiliated Adviser may be deemed to beneficially own the securities held by its clients or accounts within the meaning of rule 13d-3 under the Act.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reports the securities beneficially owned, or deemed to be beneficially owned, by certain subsidiaries and affiliates of AGI GmbH. It does not include securities, if any, beneficially owned by other affiliates of AGI GmbH whose ownership of securities is disaggregated from that of AGI GmbH and the AGI Affiliated Advisers in accordance with that release (nor does it include securities, if any, beneficially owned by Allianz SE or its affiliates outside of the AGI Affiliated Advisers that are also disaggregated in accordance with that release).
The AGI Affiliated Advisers believe that they do not constitute a “group” within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities reported in this Schedule 13G held by any of them or by any persons or entities for whom or for which any AGI Affiliated Adviser provides investment management services. Each of the AGI Affiliated Advisers also disclaims beneficial ownership of these securities except to the extent of that filer’s pecuniary interest therein.
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CUSIP NO. 04342Y104
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13G | Page 5 of 7 Pages
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| Item 5 |
Ownership of Five Percent or Less of a Class. | |||||
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||||
| Item 6 |
Ownership of More than Five Percent on Behalf of Another Person. | |||||
| See Item 4. Each client of an AGI Affiliated Adviser named in this Schedule 13G has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities reported herein. No one client holds more than five percent of such securities. | ||||||
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |||||
| See Item 4. | ||||||
| Item 8 |
Identification and Classification of Members of the Group. | |||||
| Not Applicable. | ||||||
| Item 9 |
Notice of Dissolution of Group. | |||||
| Not Applicable. | ||||||
| Item 10 |
Certification. | |||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. | ||||||
| By signing below I certify that to the best of my knowledge and belief, the foreign regulatory scheme applicable to AGI GmbH is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. | ||||||
| Exhibits |
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| Exhibit A - Limited Power of Attorney for U.S. Regulatory Reporting Obligations | ||||||
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CUSIP NO. 04342Y104
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13G | Page 6 of 7 Pages
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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: November 12th, 2024
ALLIANZ GLOBAL INVESTORS GmbH
| By: |
/s/ Darren Wickert | |
| Authorized Signatory |
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CUSIP NO. 04342Y104
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13G | Page 7 of 7 Pages
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EXHIBIT A
LIMITED POWER OF ATTORNEY
FOR
U.S. REGULATORY REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints Darren Wickert as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(A) prepare, execute, acknowledge, deliver and file all U.S. regulatory reporting documentation (including any amendments thereto or any related documentation) with any regulatory agency, including but not limited to the United States Securities and Exchange Commission or any national securities exchanges as considered necessary or advisable under Sections 13 and 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”),; and
(B) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to him without independent verification of such information;
(2) any documents prepared or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in -fact, in his discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor such attorney-in-fact assumes (a) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (b) any liability of the undersigned for any failure to comply with such requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 19th day of April, 2023.
ALLIANZ GLOBAL INVESTORS GmbH
By: /s/ Dr. Robert Schmidt
Name: Dr. Robert Schmidt
Title: General Counsel Europe
By: /s/ Silke Wagner-Kautz
Name: Silke Wagner Kautz
Title: Senior Counsel