Asana Co-Founder Converts 5.35 M Class B Shares; Adds 13k RSUs

Rhea-AI Filing Summary

Form 4 highlights: Co-founder, director and >10% owner Justin Rosenstein converted 5,350,000 Class B shares into Class A shares on 04 Apr 2025 and received a grant of 13,089 Restricted Stock Units (RSUs) on 16 Jun 2025. The conversion was executed at a price of $0 and lifted Rosenstein’s directly held Class A position from 847,309 to 6,197,309 shares. After the transaction he still owns 10,716,532 Class B shares that remain convertible 1-for-1 into Class A, plus 847,458 Class A shares held indirectly through a 2024 Grantor Retained Annuity Trust.

Liquidity & capital-structure impact: The 5.35 million share conversion increases the freely tradable Class A float, potentially enhancing liquidity for ASAN while reducing the relative weight of high-voting Class B shares. No cash changed hands, so there is no immediate balance-sheet effect; however, the additional Class A shares will be included in outstanding share count for future EPS calculations.

Incentive alignment: The single-tranche RSU award vests in full on the earlier of 16 Jun 2026 or the next annual shareholder meeting, contingent upon continued service. Though small (<0.01 % of current basic shares), it further aligns Rosenstein’s compensation with shareholder value.

Positive

• 5.35 M Class B→Class A conversion increases public float, potentially enhancing liquidity and market depth.
• Insider retains substantial stake, signalling continued alignment with long-term shareholder interests.

Negative

• Increase in Class A share count will be reflected in future share-based metrics, creating minor EPS dilution.
• Additional 13,089 RSUs add, albeit immaterially, to potential future share issuance.

Insights

Securities Analyst

TL;DR Large insider converted 5.35 M Class B to Class A, boosting float; ownership, control and cash position unchanged.

The conversion materially expands the Class A share base without raising capital, a neutral cash-flow event but one that can influence valuation metrics such as EPS and free-float market cap. Rosenstein retains economic exposure (now 6.2 M Class A plus 10.7 M convertible Class B), signalling ongoing commitment. With ASAN’s average daily volume of roughly 3 M shares (not in filing), the additional float could improve liquidity, tighten spreads and facilitate institutional ownership. On balance, impact is modestly positive for trading dynamics, neutral for fundamentals.

Corporate Governance Expert

TL;DR Conversion slightly dilutes voting power of super-voting shares, marginally improving governance balance.

Each Class B share carries superior voting rights; converting 5.35 M of them into single-vote Class A marginally decreases insider control concentration. The reporting person still exercises significant influence, yet the step signals some willingness to normalize the dual-class structure. Because the economic stake is unchanged and no new shares were issued, existing investors face negligible dilution beyond the mechanical increase in Class A count. The RSU grant is routine and immaterial.

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

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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^*

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2025

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	04/11/2025		C(1)		5,350,000	A	$0	6,197,309	D
Class A Common Stock	06/16/2025		A		13,089	A(2)	$0	6,210,398	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
Class B Common Stock(3)	(3)	04/11/2025		C(1)			5,350,000	(3)	(3)	Class A Common Stock	5,350,000	$0	10,716,532	D
Class B Common Stock(3)	(3)							(3)	(3)	Class A Common Stock	847,458		847,458	I	See footnote(4)

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 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.

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 Justin Rosenstein 2024 Grantor Retained Annuity Trust. The Reporting Person is the grantor and trustee of Justin Rosenstein 2024 Grantor Retained Annuity Trust and may be deemed to have voting power and dispositive over the shares held by the trust.

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).
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FAQ

How many Asana (ASAN) shares did Justin Rosenstein convert on 04/11/2025?

He converted 5,350,000 Class B shares into Class A shares at a price of $0.

What is Justin Rosenstein's total direct Class A ownership after the transactions?

His direct Class A holdings increased to 6,197,309 shares.

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

No. The filing shows only a non-cash share class conversion and an RSU grant; no sales occurred.

What are the vesting terms of the 13,089 RSUs granted on 06/16/2025?

The RSUs vest 100 % on 16 Jun 2026 or at the next annual meeting, whichever comes first, subject to service.

How many Class B shares does Rosenstein still hold after the conversion?

He retains 10,716,532 Class B shares that remain convertible 1-for-1 into Class A.