STOCK TITAN
  1. Home
  2. Sec-filings
  3. ASAN
  4. [Form 4] Asana, Inc. Insider Trading Activity

Asana (NYSE: ASAN) director gifts 6.35M converted Class A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Asana director Justin Rosenstein converted 6,350,000 shares of Class B Common Stock into 6,350,000 shares of Class A Common Stock and then made a bona fide gift of those Class A shares to Fidelity Investments Charitable Gift Fund. The filing notes he does not have voting, investment control or pecuniary interest over the donated shares. After these transactions, he directly holds 3,210,398 shares of Class A Common Stock and also has indirect interests in Class B shares held by the Justin Rosenstein Trusts, each share of Class B being convertible into one share of Class A with no expiration date.

Positive

  • None.

Negative

  • None.
Insider Rosenstein Justin
Role Director
Type Security Shares Price Value
Conversion Class B Common Stock 6,350,000 $0.00 --
Conversion Class A Common Stock 6,350,000 $0.00 --
Gift Class A Common Stock 6,350,000 $0.00 --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 826,532 shares (Direct); Class A Common Stock — 9,560,398 shares (Direct); Class B Common Stock — 460,000 shares (Indirect, See footnote)
Footnotes (1)
  1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person. Represents shares of Class A Common Stock that the Reporting Person donated as a gift to Fidelity Investments Charitable Gift Fund. The Reporting Person does not exercise voting or investment control, directly or indirectly, over Fidelity Investments Charitable Gift Fund 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 Fidelity Investments Charitable Gift Fund. 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. The shares are held of record by the Justin Rosenstein Trust. The Reporting Person was appointed trustee of the Justin Rosenstein Trust and may be deemed to have voting power or dispositive power over the shares held by the trust. The shares are held of record by the Justin Rosenstein Non-Exempt Trust. The Reporting Person was appointed trustee of the Justin Rosenstein Non-Exempt Trust and may be deemed to have voting power or dispositive power over the shares held by the trust. The shares are held of record by the Justin Rosenstein 2024 Grantor Retained Annuity Trust. The Reporting Person is the grantor and trustee of the Justin Rosenstein 2024 Grantor Retained Annuity Trust and may be deemed to have voting power or dispositive power over the shares held by the trust.
Class B to Class A conversion 6,350,000 shares Class B Common Stock converted into Class A on March 31, 2026
Gifted Class A shares 6,350,000 shares Bona fide gift to Fidelity Investments Charitable Gift Fund
Direct Class A holdings after 3,210,398 shares Direct Asana Class A Common Stock after reported transactions
Indirect derivative position 1 460,000 underlying shares Class B convertible to Class A, held indirectly, exercise price $0.0000
Indirect derivative position 2 539,719 underlying shares Class B convertible to Class A, held indirectly via trust
Indirect derivative position 3 722,458 underlying shares Class B convertible to Class A, held indirectly via trust
Exercise price of Class B $0.0000 per share Conversion of Class B into Class A, no expiration date
bona fide gift financial
"Represents shares of Class A Common Stock that the Reporting Person donated as a gift to Fidelity Investments Charitable Gift Fund."
pecuniary interest financial
"The Reporting Person does not have any pecuniary interest in any shares held by Fidelity Investments Charitable Gift Fund."
Class B Common Stock financial
"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."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Grantor Retained Annuity Trust financial
"The shares are held of record by the Justin Rosenstein 2024 Grantor Retained Annuity Trust."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
dispositive power financial
"may be deemed to have voting power or dispositive power over the shares held by the trust."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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*
Rosenstein Justin
(Last)(First)(Middle)
C/O ASANA, INC.
633 FOLSOM STREET, SUITE 100
(Street)
SAN FRANCISCO CALIFORNIA 94107
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Asana, Inc. [ ASAN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/31/2026C(1)6,350,000A$09,560,398D
Class A Common Stock03/31/2026G6,350,000(2)D$03,210,398D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(3)(3)03/31/2026C(1)6,350,000 (3) (3)Class A Common Stock6,350,000$0826,532D
Class B Common Stock(3)(3) (3) (3)Class A Common Stock460,000460,000ISee footnote(4)
Class B Common Stock(3)(3) (3) (3)Class A Common Stock539,719539,719ISee footnote(5)
Class B Common Stock(3)(3) (3) (3)Class A Common Stock722,458722,458ISee footnote(6)
Explanation of Responses:
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 Fidelity Investments Charitable Gift Fund. The Reporting Person does not exercise voting or investment control, directly or indirectly, over Fidelity Investments Charitable Gift Fund 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 Fidelity Investments Charitable Gift Fund.
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 shares are held of record by the Justin Rosenstein Trust. The Reporting Person was appointed trustee of the Justin Rosenstein Trust and may be deemed to have voting power or dispositive power over the shares held by the trust.
5. The shares are held of record by the Justin Rosenstein Non-Exempt Trust. The Reporting Person was appointed trustee of the Justin Rosenstein Non-Exempt Trust and may be deemed to have voting power or dispositive power over the shares held by the trust.
6. The shares are held of record by the Justin Rosenstein 2024 Grantor Retained Annuity Trust. The Reporting Person is the grantor and trustee of the Justin Rosenstein 2024 Grantor Retained Annuity Trust and may be deemed to have voting power or dispositive power over the shares held by the trust.
Remarks:
/s/ Katie Colendich, Attorney-in-Fact04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Justin Rosenstein report for Asana (ASAN)?

Justin Rosenstein reported converting 6,350,000 shares of Class B Common Stock into Class A Common Stock, then gifting all 6,350,000 Class A shares to Fidelity Investments Charitable Gift Fund, according to a Form 4 insider filing for Asana.

Did Justin Rosenstein sell any Asana (ASAN) shares in this Form 4 filing?

No sale occurred in this filing. Rosenstein converted 6,350,000 Class B shares into Class A and then donated all 6,350,000 Class A shares as a bona fide gift to a Fidelity charitable fund, with no reported open-market sales.

How many Asana (ASAN) shares does Justin Rosenstein hold after these transactions?

After the reported transactions, Justin Rosenstein directly holds 3,210,398 shares of Asana Class A Common Stock. He also has indirect interests in additional Class B shares held by several Justin Rosenstein trusts, which are each convertible into Class A shares on a one-for-one basis.

What is the nature of Justin Rosenstein’s gift of Asana (ASAN) shares?

Rosenstein’s gift is a bona fide donation of 6,350,000 Class A shares to Fidelity Investments Charitable Gift Fund. The filing states he does not exercise voting or investment control over the fund or the donated shares and has no pecuniary interest in those shares.

How are Justin Rosenstein’s trust-held Asana (ASAN) shares structured?

Some shares are held by the Justin Rosenstein Trust, Justin Rosenstein Non-Exempt Trust, and Justin Rosenstein 2024 Grantor Retained Annuity Trust. As trustee or grantor, he may be deemed to have voting or dispositive power over those shares, which are in Class B form convertible to Class A.

What is the conversion feature of Asana’s Class B Common Stock in this filing?

Each share of Asana Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, with no expiration date. This one-for-one, no-expiry conversion right is specifically highlighted in the Form 4 footnotes.