SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. 1)*

 

Asana, Inc.

(Name of Issuer)
 

Ordinary Shares

(Title of Class of Securities)
 

04342Y104

(CUSIP Number)
 
December 31, 2021
(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)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 18 Pages

Exhibit Index Contained on Page 17

 

 

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 2 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Capital Partners VI, L.P. (“BCP VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 3 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund VI, L.P. (“BFF VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 4 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 5 of 18

 

1 NAME OF REPORTING PERSON               Benchmark Capital Management Co. VI, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 6 of 18

 

1 NAME OF REPORTING PERSON               Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 7 of 18

 

1 NAME OF REPORTING PERSON               Matthew R. Cohler
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)         ¨         (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH

5 SOLE VOTING POWER
521,791 shares
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
521,791 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 521,791
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.5%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 8 of 18

 

1 NAME OF REPORTING PERSON               Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER

219,341 shares

6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER

219,341 shares

8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 219,341
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 9 of 18

 

1 NAME OF REPORTING PERSON               Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 10 of 18

 

1 NAME OF REPORTING PERSON               J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
5,257 shares
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
5,257 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,257
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 11 of 18

 

1 NAME OF REPORTING PERSON               Kevin R. Harvey  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
5 SOLE VOTING POWER
-0-
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
-0-
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 12 of 18

 

1 NAME OF REPORTING PERSON               Robert C. Kagle
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER

-0-

6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER

-0-

8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 13 of 18

 

1 NAME OF REPORTING PERSON               Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)          ¨           (b)          x
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY EACH
REPORTING

PERSON
WITH
5 SOLE VOTING POWER
129,770 shares
6 SHARED VOTING POWER

-0-

7 SOLE DISPOSITIVE POWER
129,770 shares
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,770
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 14 of 18

 

ITEM 1(A). NAME OF ISSUER

 

Asana, Inc.

 

ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

1550 Bryant Street, Suite 200

San Francisco, California 94103

 

ITEM 2(A).

NAME OF PERSONS FILING

 

This Statement is filed by Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP VI”), Benchmark Founders’ Fund VI, L.P., a Delaware limited partnership (“BFF VI”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VI-B”), Benchmark Capital Management Co. VI, L.L.C., a Delaware limited liability company (“BCMC VI”), and Alexandre Balkanski (“Balkanski”), Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Robert C. Kagle (“Kagle”) and Mitchell H. Lasky (“Lasky”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.

 

Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.

 

ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

The address for each reporting person is:

 

Benchmark

2965 Woodside Road

Woodside, California 94062

 

ITEM 2(C). CITIZENSHIP

 

BCP VI, BFF VI and BFF VI-B are Delaware limited partnerships. BCMC VI is a Delaware limited liability company. Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle and Lasky are United States Citizens.

 

ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

 

Class A Common Stock

CUSIP #04342Y104

 

ITEM 3. Not Applicable.

 

ITEM 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 97,690,349 shares of Class A Common Stock as of November 30, 2021 as reported by the issuer on Form 10-Q for the period ended October 31, 2021 and filed with the Securities and Exchange Commission on December 3, 2021).

 

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 15 of 18

 

(a) Amount beneficially owned:
   
See Row 9 of cover page for each Reporting Person.
   
(b) Percent of Class:
   
See Row 11 of cover page for each Reporting Person.
   
(c) Number of shares as to which such person has:

 

   
(i) Sole power to vote or to direct the vote:
     
See Row 5 of cover page for each Reporting Person.
   
(ii) Shared power to vote or to direct the vote:
   
See Row 6 of cover page for each Reporting Person.
   
(iii) Sole power to dispose or to direct the disposition of:
   
See Row 7 of cover page for each Reporting Person.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Under certain circumstances set forth in the limited partnership agreements of BCP VI, BFF VI and BFF VI-B, and the limited liability company agreement of BCMC VI, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

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. CERTIFICATION

 

Not applicable.

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 16 of 18

 

 

SIGNATURES

 

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.

 

Date: February 14, 2022

 

  BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company
     
     
  By: /s/ An-Yen Hu
    An-Yen Hu, by power of attorney
     
     
  ALEXANDRE BALKANSKI
  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  MITCHELL H. LASKY
  ROBERT C. KAGLE
     
     
  By: /s/ An-Yen Hu
    An-Yen Hu
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 17 of 18

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   18

 

 

 

 

CUSIP NO. 04342Y104 13 G Page 18 of 18

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Asana, Inc. shall be filed on behalf of each of the undersigned. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.

 

 

 

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