Table of Contents As filed with the Securities and Exchange Commission on September 18, 2020. Registration No. 333-248303 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 ASANA, INC. (Exact name of registrant as specified in its charter) Delaware 7372 26-3912448 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) code number) identification no.) 1550 Bryant Street, Suite 200 San Francisco, CA 94103 (415) 525-3888 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Dustin Moskovitz President, Chief Executive Officer, and Chair Asana, Inc. 1550 Bryant Street, Suite 200 San Francisco, CA 94103 (415) 525-3888 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David J. Segre, Esq. Stephen J. Venuto, Esq. Eleanor Lacey, Esq. Jon C. Avina, Esq. William L. Hughes, Esq. General Counsel and Corporate Secretary Calise Y. Cheng, Esq. Niki Fang, Esq. Asana, Inc. Cooley LLP Orrick, Herrington & Sutcliffe LLP 1550 Bryant Street, Suite 200 3175 Hanover Street 1000 Marsh Road San Francisco, CA 94103 Palo Alto, CA 94304 Menlo Park, CA 94025 (415) 525-3888 (650) 843-5000 (650) 614-7400 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Amount to be Offering Price Aggregate Amount of Title of Securities To Be Registered Registered Per Share Offering Price(1) Registration Fee(2) Class A Common Stock, par value $0.00001 per share 30,030,516 Not applicable $15,654,109 $2,032 (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended. Given that there is no proposed maximum offering price per share of Class A common stock, the registrant calculates the proposed maximum aggregate offering price, by analogy to Rule 457(f)(2), based on the book value of the Class A common stock the registrant registers, which will be calculated from its unaudited pro forma balance sheet as of July 31, 2020. Given that the registrant’s shares of Class A common stock are not traded on an exchange or over-the-counter, the registrant did not use the market prices of its Class A common stock in accordance with Rule 457(c). (2) The registrant previously paid $2,596 of the registration fee with the initial filing of this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. The securities may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued September 18, 2020 30,030,516 SHARES OF CLASS A COMMON STOCK This prospectus relates to the registration of the resale of up to 30,030,516 shares of our Class A common stock by our stockholders identified in this prospectus, or the Registered Stockholders. Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of Class A common stock covered by this prospectus, as and to the extent they may determine. Such sales, if any, will be made through brokerage transactions on the New York Stock Exchange, or the NYSE. See the section titled “Plan of Distribution.” We will not receive any proceeds from the sale of shares of Class A common stock by the Registered Stockholders. We have two classes of common stock, Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes and is convertible at any time into one share of Class A common stock. As of July 31, 2020, the holders of our outstanding Class B common stock held approximately 98.8% of the voting power of our outstanding capital stock, with our directors and executive officers and their affiliates holding approximately 67.8%. Prior to any sales of shares of Class A common stock, Registered Stockholders who hold Class B common stock must convert their shares of Class B common stock into shares of Class A common stock. No public market for our Class A common stock currently exists, and there is only a limited history of trading in our capital stock in private transactions. Based on information available to us, the low and high sales price per share of our capital stock for such private transactions during the period from February 1, 2020 through August 31, 2020 was $13.04 and $28.00, respectively. For more information, see the section titled “Sale Price History of Our Capital Stock.” Any recent trading prices in private transactions may have little or no relation to the opening trading price of our shares of Class A common stock on the NYSE or the subsequent trading price of our shares of Class A common stock on the NYSE. Further, the listing of our Class A common stock on the NYSE without underwriters is a novel method for commencing public trading in shares of our Class A common stock, and consequently, the trading volume and price of shares of our Class A common stock may be more volatile than if shares of our Class A common stock were initially listed in connection with an underwritten initial public offering. Based on information provided by the NYSE, the opening trading price of our Class A common stock on the NYSE will be determined by buy and sell orders collected by the NYSE from broker-dealers. Based on such orders, the designated market maker will determine an opening price for our Class A common stock in consultation with a financial advisor pursuant to applicable NYSE rules. For more information, see the section titled “Plan of Distribution.” We have been approved to list our Class A common stock on the NYSE under the symbol “ASAN.” We expect our Class A common stock to begin trading on the NYSE on or about September 30, 2020. We are an “emerging growth company” as defined under the federal securities laws, and as such, we have elected to comply with reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section titled “Risk Factors” beginning on page 15 to read about factors you should consider before buying shares of our Class A common stock. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. , 2020 Table of Contents OUR MISSION Help humanity thrive by enabling the world’s teams to work together effortlessly. asana Table of Contents payingAsana helpscustomers teams paid orchestrate users countries their work All so metrics they can as ofachieve or for theirthe year missions, ended faster.January Makes 31, 2020 design accessible to everyone Unleash a superstar Launch new solutions for justice reform Build sustainable clothing company Reduce food waste 3.2M+ 75K+ 1.2M+ 190 free activated accounts Table of Contents TABLE OF CONTENTS Page Page About This Prospectus 1 Executive Compensation 123 Prospectus Summary 2 Certain Relationships and Related Party Transactions 134 Risk Factors 15 Principal and Registered Stockholders 139 Special Note Regarding Forward-Looking Statements 50 Description of Capital Stock 142 Market, Industry and Other Data 52 Shares Eligible For Future Sale 150 Use of Proceeds 53 Sale Price History of Our Capital Stock 152 Dividend Policy 54 Material U.S.