Asana Director Justin Rosenstein trims stake; 1.70M shares sold at ~$15

Rhea-AI Filing Summary

Asana (ASAN) – Form 4 insider activity: Director Justin Rosenstein disclosed the sale of 1,695,804 Class A shares over two days under a Rule 10b5-1 plan adopted 18-Mar-2025.

• 22-Jul-2025: 966,576 shares sold at a weighted-average $15.0392.
• 23-Jul-2025: 729,228 shares sold at a weighted-average $15.0801.

Estimated gross proceeds total roughly $25.6 million. Following the transactions Rosenstein’s direct holdings fell from 5.76 million to 4.07 million shares, a ~29% reduction, yet he remains a significant insider.

The pre-scheduled nature of the trades limits signaling value, but the sheer size may weigh on near-term sentiment toward ASAN shares.

Positive

• Transactions executed under a Rule 10b5-1 plan, suggesting pre-planned, non-opportunistic sales.
• Insider still holds 4.07 million shares, maintaining meaningful skin in the game.

Negative

• Large disposition of 1.70 million shares (~$25.6 M) may pressure short-term stock performance and be viewed as a bearish signal.

Insights

Securities Analyst

TL;DR: Large insider sale via 10b5-1; mildly bearish sentiment offset by continued sizable stake.

Rosenstein disposed of nearly 1.7 M shares (~$25.6 M) at ~$15, cutting his position by about 29%. Although executed under a Rule 10b5-1 plan—reducing concerns about adverse information—the magnitude is material relative to average daily volume and could create supply overhang. He still owns 4.07 M shares, so long-term alignment persists, but the net takeaway skews modestly negative for short-term price action.

Corporate Governance Expert

TL;DR: Sale appears compliant; governance risk low, transparency high.

The filing indicates adherence to SEC rules: a disclosed 10b5-1 plan, weighted-average pricing details, and willingness to provide trade breakdowns. No derivative positions were altered. From a governance perspective, the transaction reflects strong disclosure practices and does not raise red-flag concerns about insider intent.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rosenstein Justin

(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)
07/22/2025

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	07/22/2025		S(1)		966,576	D	$15.0392(2)	4,797,091	D
Class A Common Stock	07/23/2025		S(1)		729,228	D	$15.0801(3)	4,067,863	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. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted March 18, 2025.

2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $14.95 to $15.13 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $14.95 to $15.205 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	07/24/2025
	** 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.
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FAQ

How many ASAN shares did Justin Rosenstein sell in July 2025?

He sold 1,695,804 Class A shares on 22-23 Jul 2025.

What was the average selling price of the ASAN shares?

Weighted-average prices were $15.0392 on 22-Jul-2025 and $15.0801 on 23-Jul-2025.

What is Rosenstein's remaining stake in Asana after the sale?

He now directly owns 4,067,863 Class A shares.

Were the sales conducted under a Rule 10b5-1 trading plan?

Yes, the filing states the plan was adopted on 18-Mar-2025.

Does the Form 4 include any derivative security transactions?

No, Table II shows no derivative trades during the reported period.

When was the Form 4 signed and filed?

It was signed by Attorney-in-Fact Katie Colendich on 24-Jul-2025.