Asana, Inc. Schedule 13G/A: Justin Rosenstein reports beneficial ownership of 6,322,002 shares of Asana common stock (cover page Row 9). The filing states this equals 3.8% of Class A Common Stock based on 163,334,341 shares outstanding as of March 31, 2026. The filing breaks down holdings as 3,197,309 Class A shares, stock options of 575,984 shares exercisable within 60 days (see Item 4), and multiple blocks of Class B shares that are convertible into Class A on the holder’s election.
Positive
None.
Negative
None.
Insights
Rosenstein reports a ~3.8% economic stake in Asana with convertible Class B exposure.
The filing lists an aggregate beneficial ownership figure of 6,322,002 shares (cover Row 9) and states the 3.8% percentage is calculated using 163,334,341 shares outstanding as of March 31, 2026. The breakdown includes 3,197,309 Class A shares and 575,984 options exercisable within 60 days.
Because several Class B holdings are identified as convertible at the holder’s option and multiple trusts/vehicles are disclosed, voting and dispositive control are described across entities; the filing ties control numbers to cover-page rows rather than footnote disclaimers. Timing and option-exercise reference points differ within the text; subsequent filings could clarify exact exercisability windows.
Key Figures
Aggregate beneficial ownership:6,322,002 sharesPercent of Class A:3.8%Class A shares held of record:3,197,309 shares+3 more
Percent of Class A3.8%based on 163,334,341 shares outstanding as of March 31, 2026
Class A shares held of record3,197,309 sharesItem 4(i) record holdings
Options exercisable within 60 days575,984 sharesItem 4(ii) exercisable within 60 days of December 31, 2025 (Item 4 list)
Class B holdings (example)826,532 sharesClass B shares held of record by Mr. Rosenstein (Item 4(iii))
Shares outstanding reference163,334,341 sharesClass A shares issued and outstanding as of March 31, 2026
Key Terms
beneficially owned, convertible, sole dispositive power, exercisable within 60 days
4 terms
beneficially ownedregulatory
"Item 4. (a) Amount beneficially owned: Row 9 of the cover page..."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
convertiblefinancial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
sole dispositive powerregulatory
"Row 7 of the cover page to this /A sets forth the sole power to dispose"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
exercisable within 60 daysfinancial
"575,984 shares of Class A Common Stock issuable ... exercisable within 60 days"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Asana, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
04342Y104
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
04342Y104
1
Names of Reporting Persons
Justin Rosenstein
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,322,002.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,322,002.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,322,002.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.8 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Asana, Inc.
(b)
Address of issuer's principal executive offices:
633 Folsom Street, Suite 100, San Francisco, CA 94107
Item 2.
(a)
Name of person filing:
Justin Rosenstein
(b)
Address or principal business office or, if none, residence:
c/o Asana, Inc., 633 Folsom Street, Suite 100, San Francisco, CA 94107
(c)
Citizenship:
United States of America
(d)
Title of class of securities:
Class A Common Stock, $0.00001 par value per share
(e)
CUSIP No.:
04342Y104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of the cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by Mr. Rosenstein and is incorporated by reference.
Mr. Rosenstein's beneficial ownership of the Issuer's securities consists of (i) 3,197,309 shares of Class A Common Stock held of record by Mr. Rosenstein, (ii) 575,984 shares of Class A Common Stock issuable to Mr. Rosenstein upon the exercise of stock options that are exercisable within 60 days of December 31, 2025, (iii) 826,532 shares of Class B Common Stock held of record by Mr. Rosenstein, (iv) 722,458 shares of Class B Common Stock held of record by the Justin Rosenstein 2024 Grantor Retained Annuity Trust, of which Mr. Rosenstein serves as trustee, (v) 460,000 shares of Class B Common Stock held of record by the Justin Rosenstein Trust, of which Mr. Rosenstein is the trustee, and (vi) 539,719 shares of Class B Common Stock held of record by the Justin Rosenstein Non-Exempt Trust, of which Mr. Rosenstein is the trustee.
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. Each share of Class B Common Stock is entitled to 10 votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
(b)
Percent of class:
Mr. Rosenstein beneficially owns 3.8% of the Issuer's Class A Common Stock, which percentage is based upon 163,334,341 shares of Class A Common Stock issued and outstanding as of March 31, 2026, as reported by the Issuer to Mr. Rosenstein, and adjusted to give effect to Mr. Rosenstein's stock options exercisable within 60 days of March 31, 2026, and assumes the conversion of the Class B Common Stock beneficially owned by Mr. Rosenstein into Class A Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of the cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by Mr. Rosenstein and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of the cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by Mr. Rosenstein and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of the cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by Mr. Rosenstein and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of the cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by Mr. Rosenstein and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Justin Rosenstein report in Asana (ASAN)?
Mr. Rosenstein reports beneficial ownership of 6,322,002 shares. That figure appears on the cover (Row 9) and is the aggregate beneficial position he discloses in this Schedule 13G/A.
How was the 3.8% ownership percentage calculated in the filing?
The 3.8% is based on 163,334,341 shares of Class A Common Stock outstanding as of March 31, 2026, and the filing says the percentage is adjusted to reflect options exercisable within 60 days and assumed conversion of owned Class B shares.
Which instrument counts are disclosed in Item 4 for Mr. Rosenstein?
Item 4 lists 3,197,309 Class A shares, 575,984 options exercisable within 60 days (per the Item 4 breakdown), and multiple Class B holdings including 826,532, 722,458, 460,000, and 539,719 shares held across trusts and entities.
Do Mr. Rosenstein's Class B shares convert to Class A shares?
Yes. The filing states each share of Class B Common Stock is convertible into one share of Class A Common Stock at the holder’s option and that Class B shares carry 10 votes per share versus one vote per Class A share.
Who holds voting and dispositive power for the reported shares?
The cover-page rows incorporated by reference show Mr. Rosenstein has sole voting power and sole dispositive power over 6,322,002 shares (Row 5 and Row 7 reflect those sole powers as stated on the cover page).
