[SCHEDULE 13G/A] Asana, Inc. SEC Filing

Rhea-AI Filing Summary

Justin Rosenstein reports beneficial ownership of 18,337,283 shares of Asana, Inc. Class A common stock (or economic equivalent), representing 10.8% of the Class A outstanding on a converted basis as of June 30, 2025. That total reflects 6,197,309 Class A shares held of record, 575,984 Class A shares issuable upon exercise of options exercisable within 60 days, 10,716,532 Class B shares held directly, and 847,458 Class B shares held by the Justin Rosenstein 2024 Grantor Retained Annuity Trust for which he is trustee.

Each Class B share is convertible into one share of Class A at the holder's option and carries 10 votes per share versus one vote for Class A shares. The percentage calculation is based on 156,992,565 Class A shares outstanding as of June 30, 2025, and assumes conversion of Mr. Rosenstein's Class B shares and inclusion of exercisable options.

Positive

• Complete ownership breakdown provided showing record Class A shares, exercisable options, direct Class B shares, and trust-held Class B shares
• Clear conversion and voting mechanics disclosed: Class B converts 1:1 to Class A and carries 10 votes per share
• Percentage calculation disclosed with the issuer-provided 156,992,565 Class A shares outstanding used as the basis

Negative

• None.

Insights

Financial Analyst

TL;DR Mr. Rosenstein discloses a large, reportable stake equivalent to 10.8% of Class A shares, including convertible Class B shares and near-term exercisable options.

This Schedule 13G/A clarifies the composition of economic and voting exposure rather than reporting a new purchase or sale. The filing quantifies record holdings, exercisable options, and trust-held shares, and uses the issuer's reported 156,992,565 Class A shares outstanding to compute a 10.8% interest on a converted basis. For valuation and influence analysis, the mix of Class A and Class B shares and the 10-to-1 voting differential are the key inputs provided here.

Corporate Governance Expert

TL;DR The filing documents significant ownership with dual-class voting implications that affect control metrics despite the 10.8% Class A percentage.

The statement explicitly reports that Class B shares convert to Class A and carry 10 votes per share, and it discloses trust-held shares where Mr. Rosenstein serves as trustee. These facts are material to governance analysis because they define both economic stake and voting rights. The filing is a straightforward ownership disclosure without additional governance actions or arrangements disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

ASANA, INC.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

04342Y104

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 18,337,283.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 18,337,283.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,337,283.00

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)

10.8 %

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) 6,197,309 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 June 30, 2025, (iii) 10,716,532 shares of Class B Common Stock held of record by Mr. Rosenstein, and (iv) 847,458 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. 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 10.8% of the Issuer's Class A Common Stock, which percentage is based upon 156,992,565 shares of Class A Common Stock issued and outstanding as of June 30, 2025, as reported by the Issuer to Mr. Rosenstein, and adjusted to give effect to Mr. Rosenstein's stock options exercisable within 60 days of June 30, 2025, 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.
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.

Justin Rosenstein

Signature:	/s/ Justin Rosenstein
Name/Title:	Justin Rosenstein/Individual
Date:	08/14/2025

FAQ

How many Asana (ASAN) shares does Justin Rosenstein beneficially own?

Mr. Rosenstein beneficially owns 18,337,283 shares on a converted basis as reported in this Schedule 13G/A.

What percentage of ASAN Class A stock does Justin Rosenstein own?

He beneficially owns 10.8% of the Class A common stock on a converted and adjusted basis as of June 30, 2025.

What is the breakdown of Mr. Rosenstein's holdings in Asana?

Holdings include 6,197,309 Class A shares, 575,984 Class A shares issuable upon exercisable options, 10,716,532 Class B shares, and 847,458 Class B shares held by a trust where he is trustee.

Do Class B shares have different voting rights for ASAN?

Yes. Each Class B share is convertible into one Class A share and carries 10 votes per share compared with one vote per Class A share.

What share count was used to calculate the 10.8% figure?

The calculation is based on 156,992,565 Class A shares issued and outstanding as of June 30, 2025, as reported by the issuer.