ASAN Asana Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ASANA, INC.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

04342Y104

(CUSIP Number)

Eleanor Lacey

c/o Asana, Inc.

633 Folsom Street, Suite 100

San Francisco, CA 94107

Telephone: (415) 525-3888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 24, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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).

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CUSIP No. 04342Y104

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Explanatory Note

This Amendment No. 1 to Schedule 13D (the “Amendment”) is being filed By Dustin A. Moskovitz pursuant to Rule 13d-2(a) of the Act to report a material change to Mr. Moskovitz’s beneficial ownership since the filing of the Statement on Schedule 13D with the Securities and Exchange Commission on February 14, 2022 (the “Schedule 13D”). Information contained in the Schedule 13D remains effective except to the extent that it is amended, restated, or superseded by the information contained in this Amendment.

The first paragraph of Item 3 is hereby amended and restated in its entirety to the following:

Open-Market Purchases

The shares of Class A Common Stock acquired by the Reporting Person at any time following the date that is 60 days prior to the Trigger Acquisition Date and through the date of this filing (except for the shares acquired in connection with the conversion of certain senior mandatory convertible promissory notes, as detailed below) were acquired in the open market pursuant to 10b5-1 trading plans. The aggregate price for all shares of Class A Common Stock acquired by the Reporting Person on and since the Trigger Acquisition Date pursuant to 10b5-1 trading plans was $1,188,809,342.03, paid using the Reporting Person’s personal funds. The aggregate price for all shares of Class A Common Stock acquired by Good Ventures Foundation on and since the Trigger Acquisition Date pursuant to 10b5-1 trading plans was $69,253.335.80, paid using its working capital.

Paragraph (a) of Item 5 is amended and supplemented as follows:

(a) As of the date hereof, the Reporting Person is the beneficial owner of 93,376,817 shares of Class A Common Stock of the issuer (the “Shares”), constituting approximately 54.7% of the outstanding shares of Class A Common Stock of the Issuer.

(b) As of the date hereof, the Reporting Person has sole voting power with respect to all of the Shares, sole dispositive power with respect to 93,376,817 of the Shares, and may be deemed to have shared dispositive power with respect to 1,720,916 of the Shares.

(c) Schedule I to this Amendment, which is incorporated herein by reference, sets forth certain information with respect to acquisitions of shares of Class A Common Stock by the Reporting Person during the past 60 days pursuant to 10b5-1 trading plans. Other than the acquisitions of Class A Common Stock as reported and described under this Item 5 and in Schedule I, the Reporting Person has not effected any other transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less.

(d) Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,720,916 shares of Class A Common Stock held by Good Ventures Foundation. However, none of such persons’ individual interest relates to more than 5% of the class of securities for which this Schedule 13D is filed.

(e) Not applicable.

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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.

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SCHEDULE I

The following table sets forth certain information with respect to acquisitions of shares of Class A Common Stock by the Reporting Person pursuant to 10b5-1 trading plans.

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