SEC Form SC 13G/A filed by Asana Inc. (Amendment)

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.

 Names of Reporting Persons.

 Justin Rosenstein

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power

 21,305,283(1)(2)

 Shared Voting Power

 0

 Sole Dispositive Power

 21,305,283(1)(2)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 21,305,283(1)(2)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 Percent of Class Represented by Amount in Row (9)

 13.6%(2)(3)

 Type of Reporting Person (See Instructions)

 IN

Consists of (i) 3,315,309 shares of Class A Common Stock held of record by Mr. Rosenstein, (ii) 575,984 shares of Class A Common Stock issuable to Mr. Rosenstein upon the exercise of stock options that are exercisable within 60 days of December 31, 2023, and (iii) 17,413,990 shares of Class B Common Stock held of record by Mr. Rosenstein.

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.

Assumes conversion of all of the Reporting Person’s Class B Common Stock into Class A Common Stock and the exercise of the Reporting Person’s options exercisable as of or within 60 days of December 31, 2023. Based on 138,951,922 shares of Class A Common Stock issued and outstanding as of December 31, 2023, as reported by the Issuer to the Reporting Person.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned: See Row 9 of the cover page to this Schedule 13G.

Percent of class: See Row 11 of the cover page to this Schedule 13G.

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

(ii) Shared power to vote or to direct the vote See

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.