Sec Form 13G Filing - Moskovitz Dustin A. filing for Asana Inc. (ASAN) - 2021-02-12

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.

Dustin A. Moskovitz

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

72,667,057(1)(2)(3)(4)

Shared Voting Power

0

Sole Dispositive Power

72,667,057(1)(2)(3)(4)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

72,667,057(1)(2)(3)(4)

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

Percent of Class Represented by Amount in Row (9)

48.6%(4)(5)

Type of Reporting Person (See Instructions)

IN

Consists of (i) 800,000 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) 25,017,933 shares of Class B Common Stock held of record by the Dustin Moskovitz Trust, (v) 2,604,170 shares 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, (vii) 1,229,256 shares held of record by the Justin Rosenstein Trust 2, (viii) 11,282,390 shares of Class B Common Stock that are issuable pursuant to the Senior Mandatory Convertible Promissory Note (the “January Convertible Note”) held of record by the Dustin Moskovitz Trust, and (ix) 5,730,432 shares of Class B Common Stock that are issuable pursuant to the Senior Mandatory Convertible Promissory Note (the “June Convertible Note”) held of record by the Dustin Moskovitz Trust. 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.

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 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 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.

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 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 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. 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. Based on 81,932,239 shares of Class A Common Stock issued and outstanding as of December 31, 2020, 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:

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.