Sec Form 13D Filing - Moskovitz Dustin A. filing for Asana Inc. (ASAN) - 2022-02-14

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)

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 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

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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.

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

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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 sha res of Class A Common Stock held by Good Ventures Foundation.

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.

(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.

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(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.

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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.

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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.