12/23/2025 | Press release | Distributed by Public on 12/23/2025 20:01
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FORM 4
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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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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Rosenstein Justin C/O ASANA, INC. 633 FOLSOM STREET, SUITE 100 SAN FRANCISCO, CA 94107 |
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| /s/ Katie Colendich, Attorney-in-Fact | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |