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Form 4 Asana, Inc. For: Jan 31 Filed by: Singh Amit K.

August 10, 2022 9:08 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Singh Amit K.
(Last) (First) (Middle)
C/O ASANA, INC.
633 FOLSOM STREET, SUITE 100
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022
4. If Amendment, Date of 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
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 01/31/2022   A   56 (1) A $ 52.48 2,788 (2) D  
Class A Common Stock 04/29/2022   A   544 (3) A $ 26.8 3,439 (2) (4) D  
Class A Common Stock 06/13/2022   A   9,684 (5) A $ 0 13,123 (2) D  
Class A Common Stock 07/29/2022   A   543 (6) A $ 19.32 13,666 (2) D  
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. These shares represent the Class A Common Stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy for the quarter ended January 31, 2022. The shares were calculated based on the closing price of a share of Class A Common Stock on January 31, 2022. Pursuant to the Issuer's Directors' Deferred Compensation Plan, the Reporting Person elected to defer the receipt of such shares to a future date in accordance with the terms of such plan and the Reporting Person's plan election.
2. Reflects securities beneficially owned following the reported transaction as of the applicable transaction date.
3. These shares represent the Class A Common Stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy for the quarter ended April 30, 2022. The shares were calculated based on the closing price of a share of Class A Common Stock on April 29, 2022. Pursuant to the Issuer's Directors' Deferred Compensation Plan, the Reporting Person elected to defer the receipt of such shares to a future date in accordance with the terms of such plan and the Reporting Person's plan election.
4. Includes 107 shares of Class A Common Stock acquired by the Reporting Person on February 1, 2022 previously reported on the Form 4 filed by the Reporting Person on February 3, 2022.
5. Represents Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 100% of the RSUs will vest on the earlier of June 13, 2023 or the day of the next annual meeting of the stockholders, subject to the Reporting Person's continuous service through such date. Vested RSUs will settle into shares of Class A Common Stock on the earlier to occur of (i) the second anniversary of the date the RSUs vest and (ii) a change in control. Pursuant to the Issuer's Directors' Deferred Compensation Plan, the Reporting Person elected to defer the receipt of such RSUs to a future date in accordance with the terms of such plan and the Reporting Person's plan election.
6. These shares represent the Class A Common Stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy for the quarter ended July 31, 2022. The shares were calculated based on the closing price of a share of Class A Common Stock on July 29, 2022. Pursuant to the Issuer's Directors' Deferred Compensation Plan, the Reporting Person elected to defer the receipt of such shares to a future date in accordance with the terms of such plan and the Reporting Person's plan election.
/s/ Katie Colendich, Attorney-in-Fact 08/10/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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