Asana Inc.

12/23/2025 | Press release | Distributed by Public on 12/23/2025 20:01

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rosenstein Justin
2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ASAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ASANA, INC., 633 FOLSOM STREET, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025
(Street)
SAN FRANCISCO, CA 94107
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/19/2025 C(1) 3,000,000 A $ 0 3,210,398 D
Class A Common Stock 12/22/2025 C(1) 665,000 A $ 0 3,875,398 D
Class A Common Stock 12/22/2025 G 665,000(2) D $ 0 3,210,398 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock(3) (3) 12/19/2025 C(1) 3,000,000 (3) (3) Class A Common Stock 3,000,000 $ 0 7,716,532 D
Class B Common Stock(3) (3) 12/22/2025 C(1) 665,000 (3) (3) Class A Common Stock 665,000 $ 0 7,051,532 D
Class B Common Stock(3) (3) 12/22/2025 J(4) 125,000 (3) (3) Class A Common Stock 125,000 $ 0 722,458 I See footnote(5)
Class B Common Stock(3) (3) 12/22/2025 J(4) 125,000 (3) (3) Class A Common Stock 125,000 $ 0 7,176,532 D
Class B Common Stock(3) (3) (3) (3) Class A Common Stock 460,000 460,000 I See footnote(6)
Class B Common Stock(3) (3) (3) (3) Class A Common Stock 539,719 539,719 I See footnote(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenstein Justin
C/O ASANA, INC.
633 FOLSOM STREET, SUITE 100
SAN FRANCISCO, CA 94107
X

Signatures

/s/ Katie Colendich, Attorney-in-Fact 12/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
(2) Represents shares of Class A Common Stock that the Reporting Person donated as a gift to The One Project Foundation. The Reporting Person does not exercise voting or investment control, directly or indirectly, over The One Project Foundation or any of its affiliates, or over the donated shares following this transfer. The Reporting Person does not have any pecuniary interest in any shares held by The One Project 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.
(4) The Justin Rosenstein 2024 Grantor Retained Annuity Trust transferred the shares as an annuity payment to the Reporting Person.
(5) The shares are held of record by Justin Rosenstein 2024 Grantor Retained Annuity Trust. The Reporting Person is the grantor and trustee of Justin Rosenstein 2024 Grantor Retained Annuity Trust and may be deemed to have voting power and dispositive over the shares held by the trust.
(6) The shares are held of record by Justin Rosenstein Trust. The Reporting Person was appointed trustee of Justin Rosenstein Trust and may be deemed to have voting power and dispositive power over the shares held by the trust.
(7) The shares are held of record by Justin Rosenstein Non-Exempt Trust. The Reporting Person was appointed trustee of Justin Rosenstein Non-Exempt Trust trustee and may be deemed to have voting power and dispositive power over the shares held by the trust.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Asana Inc. published this content on December 23, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 24, 2025 at 02:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]