Asana director converts and gifts 6.35M shares
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.
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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.
Insider Trade Summary
6,350,000 shares exercised/converted
Exercise
6 txns
Insider
Rosenstein Justin
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 6,350,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 6,350,000 | $0.00 | $0.00 |
| Gift | Class A Common Stock | 6,350,000 | $0.00 | $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 contracts (Direct);
Class A Common Stock — 3,210,398 shares (Direct);
Class B Common Stock — 1,722,177 contracts (Indirect, See footnote)
Footnotes (6)
- F1. Represents the conversion of Class B Common Stock into Class A Common Stock held of record by the Reporting Person.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
Key Figures
Class B to Class A conversion: 6,350,000 shares
Gifted Class A shares: 6,350,000 shares
Direct Class A holdings after: 3,210,398 shares
+4 more
7 metrics
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
Key Terms
bona fide gift, pecuniary interest, Class B Common Stock, Grantor Retained Annuity Trust, +1 more
5 terms
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."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
