ASAN Form 4: D'Angelo Adds 13k Shares; Total Ownership Tops 1.13M

Rhea-AI Filing Summary

Form 4 snapshot: On 06/16/2025, Asana, Inc. (ASAN) director Adam D'Angelo reported the acquisition of 13,089 Class A RSUs at a cost basis of $0, recorded under transaction code “A.” This one-time equity award lifts his direct share count to 55,795, while indirect holdings remain 1,078,170 shares held through the Adam D'Angelo Revocable Trust.

The RSUs vest 100 % on the earlier of June 16 2026 or the next annual shareholder meeting, contingent on continuous board service. No shares were sold and no derivative positions were reported, suggesting a routine director compensation grant rather than a market-driven transaction.

Insights

Financial Analyst

TL;DR: Routine RSU grant; no sales; neutral impact on ASAN.

The filing discloses a standard annual equity award—13,089 RSUs—to director Adam D'Angelo. Because the shares were granted at $0 and are subject to a one-year cliff, there is no immediate cash outlay from the insider and no dilution beyond ordinary equity-compensation programs already anticipated by investors. Post-transaction ownership totals roughly 1.13 million shares, indicating continued board-level alignment but no new signal on valuation or near-term trading intentions. Overall, the event is immaterial to valuation and capital-market dynamics.

Corporate Governance Expert

TL;DR: Standard director compensation, aligns incentives, governance-neutral.

The RSU award follows typical tech-sector governance practice—annual grants that vest after one year or the next AGM. The absence of sale transactions or complex derivatives reflects straightforward incentive alignment. Vesting dependent on continued service encourages board continuity but does not introduce unusual risk or preferential terms. From a governance standpoint, the disclosure is transparent and routine, carrying no notable red or green flags.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

D'Angelo Adam

(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)
06/16/2025

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	06/16/2025		A		13,089(1)	A	$0	55,795	D
Class A Common Stock								1,078,170	I	See footnote(2)

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. Represents the grant of 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 16, 2026 or the day of the next annual meeting of the stockholders, subject to the Reporting Person's continuous service through such date.

2. The shares are held of record by Adam D'Angelo Trustee Adam D'Angelo Revocable Trust Dtd 3/13/08.

Remarks:

	/s/ Katie Colendich, Attorney-in-Fact	06/18/2025
	** 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

What insider transaction did Asana (ASAN) report on Form 4 dated 06/18/2025?

Director Adam D'Angelo received 13,089 RSUs of Class A Common Stock on 06/16/2025 at $0 cost.

How many Asana shares does Adam D'Angelo own after the RSU grant?

Following the transaction he owns 55,795 shares directly and 1,078,170 shares indirectly through his trust.

When will the 13,089 RSUs granted to Adam D'Angelo vest?

The RSUs vest 100 % on the earlier of June 16 2026 or the next Asana annual shareholder meeting.

Did the Form 4 reveal any sales of Asana stock by Adam D'Angelo?

No; the filing shows only an acquisition via RSU grant and no share disposals.