Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
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. )*
Freshworks Inc.
(Name of Issuer)
Class A common stock, par value $0.00001 per share
(Title of Class of Securities)
358054104
(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 27 Pages
Exhibit Index Contained on Page 26
CUSIP NO. 358054104 | 13 G | Page 2 of 27 |
1 |
NAME OF REPORTING Accel Leaders Fund L.P. ("ALF") |
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 3,493,640 shares issuable upon conversion of Class B Common Stock directly owned by ALF. Accel Leaders Fund Associates L.L.C. ("ALFA"), the general partner of ALF, may be deemed to have sole power to vote these shares, and Sameer K. Gandhi ("SKG"), a director of the issuer and a managing member of ALFA, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,493,640 shares issuable upon conversion of Class B Common Stock directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,493,640 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.2%(1) |
TYPE OF REPORTING PERSON* | PN |
(1) Based on 37,963,820 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 5, 2021 (the “Form 10-Q”), plus (ii) 3,493,640 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF.
CUSIP NO. 358054104 | 13 G | Page 3 of 27 |
1 |
NAME OF REPORTING Accel Leaders Fund Associates L.L.C. ("ALFA") |
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 3,493,640 shares issuable upon conversion of Class B Common Stock directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,493,640 shares issuable upon conversion of Class B Common Stock directly owned by ALF. ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of ALFA, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,493,640 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.2%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 37,963,820 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 3,493,640 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF.
CUSIP NO. 358054104 | 13 G | Page 4 of 27 |
1 |
NAME OF REPORTING Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”) |
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 166,920 shares issuable upon conversion of Class B Common Stock directly owned by ALFI16. SKG, a director of the issuer and a managing member of ALFI16, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 166,920 shares issuable upon conversion of Class B Common Stock directly owned by ALFI16. SKG, a director of the issuer and a managing member of ALFI16, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 166,920 |
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%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 34,637,100 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 166,920 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALFI16.
CUSIP NO. 358054104 | 13 G | Page 5 of 27 |
1 |
NAME OF REPORTING PERSONS Accel Leaders Fund II L.P. (“ALF2”) |
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 3,432,110 shares issuable upon conversion of Class B Common Stock directly owned by ALF2. Accel Leaders Fund II Associates L.L.C. ("ALF2A"), the general partner of ALF2, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,432,110 shares issuable upon conversion of Class B Common Stock directly owned by ALF2. ALF2A, the general partner of ALF2, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,432,110 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.1%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 37,902,290 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 3,432,110 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2.
CUSIP NO. 358054104 | 13 G | Page 6 of 27 |
1 |
NAME OF REPORTING PERSONS Accel Leaders Fund II Strategic Partners L.P. (“ALF2SP”) |
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 146,210 shares issuable upon conversion of Class B Common Stock directly owned by ALF2SP. ALF2A, the general partner of ALF2SP, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 146,210 shares issuable upon conversion of Class B Common Stock directly owned by ALF2SP. ALF2A, the general partner of ALF2SP, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 146,210 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 0.4%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 34,616,390 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 146,210 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2SP.
CUSIP NO. 358054104 | 13 G | Page 7 of 27 |
1 |
NAME OF REPORTING Accel Leaders Fund II Associates L.L.C. ("ALF2A") |
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 3,578,320 shares issuable upon conversion of Class B Common Stock, of which 3,432,110 are directly owned by ALF2, and 146,210 are directly owned by ALF2SP. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,578,320 shares issuable upon conversion of Class B Common Stock, of which 3,432,110 are directly owned by ALF2, and 146,210 are directly owned by ALF2SP. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of ALF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,578,320 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 9.4%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 38,048,500 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 3,432,110 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2, plus (iii) 146,210 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2SP.
CUSIP NO. 358054104 | 13 G | Page 8 of 27 |
1 |
NAME OF REPORTING Accel Leaders Fund II Investors (2019) L.L.C. (“ALFI19”) |
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 180,420 shares issuable upon conversion of Class B Common Stock directly owned by ALFI19. SKG, a director of the issuer and a managing member of ALFI19, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 180,420 shares issuable upon conversion of Class B Common Stock directly owned by ALFI19. SKG, a director of the issuer and a managing member of ALFI19, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 180,420 |
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%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 34,650,600 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 180,420 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALFI19.
CUSIP NO. 358054104 | 13 G | Page 9 of 27 |
1 |
NAME OF REPORTING PERSONS Accel Growth Fund II L.P. (“AGF2”) |
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 19,671,930 shares issuable upon conversion of Class B Common Stock directly owned by AGF2. Accel Growth Fund II Associates L.L.C ("AGF2A"), the general partner of AGF2, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 19,671,930 shares issuable upon conversion of Class B Common Stock directly owned by AGF2. AGF2A, the general partner of AGF2, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 19,671,930 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 36.3%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 54,142,110 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 19,671,930 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2.
CUSIP NO. 358054104 | 13 G | Page 10 of 27 |
1 |
NAME OF REPORTING PERSONS Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”) |
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 1,425,000 shares issuable upon conversion of Class B Common Stock directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 1,425,000 shares issuable upon conversion of Class B Common Stock directly owned by AGF2SP. AGF2A, the general partner of AGF2SP, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,425,000 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 4.0%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 35,895,180 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 1,425,000 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP.
CUSIP NO. 358054104 | 13 G | Page 11 of 27 |
1 |
NAME OF REPORTING Accel Growth Fund II Associates L.L.C ("AGF2A") |
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 21,096,930 shares issuable upon conversion of Class B Common Stock, of which 19,671,930 are directly owned by AGF2, and 1,425,000 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 21,096,930 shares issuable upon conversion of Class B Common Stock, of which 19,671,930 are directly owned by AGF2, and 1,425,000 are directly owned by AGF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and a managing member of AGF2A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 21,096,930 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 38.0%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 55,567,110 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 19,671,930 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2, plus (iii) 1,425,000 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP.
CUSIP NO. 358054104 | 13 G | Page 12 of 27 |
1 |
NAME OF REPORTING PERSONS Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”) |
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 2,112,010 shares issuable upon conversion of Class B Common Stock directly owned by AGFI13. SKG, a director of the issuer and a managing member of AGFI13, may be deemed to have shared power to vote of these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 2,112,010 shares issuable upon conversion of Class B Common Stock directly owned by AGFI13. SKG, a director of the issuer and a managing member of AGFI13, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,112,010 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.8%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 36,582,190 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 2,112,010 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGFI13.
CUSIP NO. 358054104 | 13 G | Page 13 of 27 |
1 |
NAME OF REPORTING Accel India III L.P. (“AIN3”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. Accel India III Associates L.P. (“AIN3A LP”), the general partner of AIN3, may be deemed to have sole power to vote these shares, and Accel India III GP Associates Ltd. (“AIN3A”), the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 30,117,590 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 46.6%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 64,587,770 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 30,117,590 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3.
CUSIP NO. 358054104 | 13 G | Page 14 of 27 |
1 |
NAME OF REPORTING Accel India III Associates L.P. (“AIN3A LP”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 30,117,590 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 46.6%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 64,587,770 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 30,117,590 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3.
CUSIP NO. 358054104 | 13 G | Page 15 of 27 |
1 |
NAME OF REPORTING Accel India III GP Associates Ltd. (“AIN3A”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 30,117,590 shares issuable upon conversion of Class B Common Stock directly owned by AIN3. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 30,117,590 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 46.6%(1) |
12 | TYPE OF REPORTING PERSON* | CO |
(1) Based on 64,587,770 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 30,117,590 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3.
CUSIP NO. 358054104 | 13 G | Page 16 of 27 |
1 |
NAME OF REPORTING PERSONS Accel India III Investors L.L.C. (“AIN3INV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 3,015,080 shares issuable upon conversion of Class B Common Stock directly owned by AIN3INV. SKG, a director of the issuer and a managing member of AIN3INV, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 3,015,080 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 8.0%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 37,485,260 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 3,015,080 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3INV.
CUSIP NO. 358054104 | 13 G | Page 17 of 27 |
1 |
NAME OF REPORTING Accel India IV L.P. (“AIN4”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. Accel India IV Associates L.P. (“AIN4A LP”), the general partner of AIN4, may be deemed to have sole power to vote these shares, and Accel India IV GP Associates Ltd. (“AIN4A”), the general partner of AIN4A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN4A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 627,660 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.8%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 35,097,840 shares of Class A Common Stock, calculated
as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q,
plus (ii) 627,660 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4.
CUSIP NO. 358054104 | 13 G | Page 18 of 27 |
1 |
NAME OF REPORTING Accel India IV Associates L.P. (“AIN4A LP”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN4A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 627,660 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.8%(1) |
12 | TYPE OF REPORTING PERSON* | PN |
(1) Based on 35,097,840 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 627,660 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4.
CUSIP NO. 358054104 | 13 G | Page 19 of 27 |
1 |
NAME OF REPORTING Accel India IV GP Associates Ltd. (“AIN4A”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AIN4A, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 627,660 shares issuable upon conversion of Class B Common Stock directly owned by AIN4. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AIN3A, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 627,660 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.8%(1) |
12 | TYPE OF REPORTING PERSON* | CO |
(1) Based on 35,097,840 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 627,660 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4.
CUSIP NO. 358054104 | 13 G | Page 20 of 27 |
1 |
NAME OF REPORTING PERSONS Accel India IV Investors L.L.C. (“AIN4INV”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |
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 37,380 shares issuable upon conversion of Class B Common Stock directly owned by AIN4INV. SKG, a director of the issuer and a managing member of AIN4INV, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 37,380 shares issuable upon conversion of Class B Common Stock directly owned by AIN4INV. SKG, a director of the issuer and a managing member of AIN4INV, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 37,380 |
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%(1) |
12 | TYPE OF REPORTING PERSON* | OO |
(1) Based on 34,507,560 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 37,380 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4INV.
CUSIP NO. 358054104 | 13 G | Page 21 of 27 |
1 |
NAME OF REPORTING Sameer K. Gandhi ("SKG") |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x |
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 64,425,950 shares issuable upon conversion of Class B Common Stock, of which 3,493,640 are directly owned by ALF, 166,920 are directly owned by ALFI16, 3,432,110 are directly owned by ALF2, 146,210 are directly owned by ALF2SP, 180,420 are directly owned by ALFI19, 19,671,930 are directly owned by AGF2, 1,425,000 are directly owned by AGF2SP, 2,112,010 are directly owned by AGFI13, 30,117,590 are directly owned by AIN3, 3,015,080 are directly owned by AIN3INV, 627,660 are directly owned by AIN4, and 37,380 are directly owned by AIN4INV. ALFA, the general partner of ALF, may be deemed to have sole power to vote these shares. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to vote these shares. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote these shares. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote these shares. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer, AIN3A, and AIN4A, and a managing member of ALFA, ALFI16, ALF2A, ALFI19, AGF2A, AGFI13, AIN3INV, and AIN4INV, may be deemed to have shared power to vote these shares. |
6 | SHARED VOTING POWER See response to row 5. | |
7 | SOLE DISPOSITIVE POWER 64,425,950 shares issuable upon conversion of Class B Common Stock, of which 3,493,640 are directly owned by ALF, 166,920 are directly owned by ALFI16, 3,432,110 are directly owned by ALF2, 146,210 are directly owned by ALF2SP, 180,420 are directly owned by ALFI19, 19,671,930 are directly owned by AGF2, 1,425,000 are directly owned by AGF2SP, 2,112,010 are directly owned by AGFI13, 30,117,590 are directly owned by AIN3, 3,015,080 are directly owned by AIN3INV, 627,660 are directly owned by AIN4, and 37,380 are directly owned by AIN4INV. ALFA, the general partner of ALF, may be deemed to have sole power to dispose of these shares. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to dispose of these shares. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to dispose of these shares. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to dispose of these shares, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to dispose of these shares. AIN4A LP, the general par tner of AIN4, may be deemed to have sole power to dispose of these shares, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer, AIN3A, and AIN4A, and a managing member of ALFA, ALFI16, ALF2A, ALFI19, AGF2A, AGFI13, AIN3INV, and AIN4INV, may be deemed to have shared power to dispose of these shares. | |
8 | SHARED DISPOSITIVE POWER See response to row 7. |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 64,425,950 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 65.1%(1) |
12 | TYPE OF REPORTING PERSON | IN |
(1) Based on 98,896,130 shares of Class A Common Stock, calculated as follows, (i) 34,470,180 shares of Class A Common Stock outstanding as of October 31, 2021, as reported by the issuer in its Form 10-Q, plus (ii) 3,493,640 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF, plus (iii) 166,920 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALFI16, plus (iv) 3,432,110 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2, plus (v) 146,210 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALF2SP, plus (vi) 180,420 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by ALFI19, plus (vii) 19,671,930 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2, plus (viii) 1,425,000 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP, plus (ix) 2,112,010 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGFI13, plus (x) 30,117,590 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3, plus (xi) 3,015,080 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3INV, plus (xii) 627,660 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4, plus (xiii) 37,380 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN4INV.
CUSIP NO. 358054104 | 13 G | Page 22 of 27 |
ITEM 1(A) |
NAME OF ISSUER
Freshworks Inc.
| |
ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES San Mateo, CA 94403
| |
ITEM 2(A). |
NAME OF PERSONS FILING This joint Schedule 13G is being filed by Accel Leaders Fund L.P. ("ALF"), Accel Leaders Fund Associates L.L.C. ("ALFA"), Accel Leaders Fund Investors 2016 L.L.C. (“ALFI16”) Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund II Strategic Partners L.P. (“ALF2SP”), Accel Leaders Fund II Associates L.L.C. ("ALF2A"), Accel Leaders Fund II Investors (2019) L.L.C. (“ALFI19”), Accel Growth Fund II L.P. (“AGF2”), Accel Growth Fund II Strategic Partners L.P. (“AGF2SP”), Accel Growth Fund II Associates L.L.C ("AGF2A"), Accel Growth Fund Investors 2013 L.L.C. (“AGFI13”), Accel India III L.P. (“AIN3”), Accel India III Associates L.P. (“AIN3A LP”), Accel India III GP Associates Ltd. (“AIN3A”), Accel India III Investors L.L.C. (“AIN3INV”), Accel India IV L.P. (“AIN4”), Accel India IV Associates L.P. (“AIN4A LP”), Accel India IV GP Associates Ltd. (“AIN4A”), Accel India IV Investors L.L.C. (“AIN4INV”), and Sameer K. Gandhi ("SKG"). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
ALFA, the general partner of ALF, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by ALF. ALF2A, the general partner of ALF2 and ALF2SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by ALF2 and ALF2SP. AGF2A, the general partner of AGF2 and AGF2SP, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by AGF2 and AGF2SP. AIN3A LP, the general partner of AIN3, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by AIN3, and AIN3A, the general partner of AIN3A LP, may be deemed to have sole power to vote and sole power to dispose of these shares. AIN4A LP, the general partner of AIN4, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by AIN4, and AIN4A, the general partner of AIN4A LP, may be deemed to have sole power to vote and sole power to dispose of these shares. SKG, a director of the issuer, AIN3A, and AIN4A, may be deemed to have shared power to vote and sole power to dispose of these shares. SKG, a director of the issuer and a managing member of ALFA, ALFI16, ALF2A, ALFI19, AGF2A, AGFI13, AIN3INV, and AIN4INV, may be deemed to have shared power to vote and sole power to dispose of these shares.
| |
ITEM 2(B). |
ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
Accel Partners 500 University Avenue Palo Alto, CA 94301
| |
ITEM 2(C). |
CITIZENSHIP
ALF, ALF2, ALF2SP, AGF2, and AGF2SP, are Delaware limited partnerships. ALFA, ALFI16, ALF2A, ALFI19, AGF2A, and AGFI13, are Delaware limited liability companies. AIN3, AIN3A LP, AIN4, and AIN4A LP are Cayman Islands limited partnerships. AIN3INV and AIN4INV are Cayman Islands limited liability companies. AIN3A and AIN4A are Cayman Islands limited companies. SKG is a United States Citizen. |
ITEM 2(D). |
TITLE OF CLASS OF SECURITIES
Class A common stock, par value $0.00001 per share
| |||||
ITEM 2(E). |
CUSIP NUMBER
358054104
| |||||
ITEM 3. | Not Applicable | |||||
ITEM 4. |
OWNERSHIP
| |||||
(a) |
Amount beneficially owned:
| |||||
(b) |
Percent of Class:
| |||||
(c) |
Number of shares as to which such person has:
| |||||
(i) |
Sole power to vote or to direct the vote:
| |||||
(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:
| |||
ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. | |||
ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
| |||
ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
| |||
ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
| |
ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not Applicable. | |
ITEM 10. |
CERTIFICATION.
|
CUSIP NO. 358054104 | 13 G | Page 25 of 27 |
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 11, 2022
Entities:
Accel Leaders Fund L.P.*
Accel Leaders Fund Associates L.L.C.*
Accel Leaders Fund Investors 2016 L.L.C. *
Accel Leaders Fund II L.P.*
Accel Leaders Fund II Strategic Partners L.P.*
Accel Leaders Fund II Associates L.L.C.*
Accel Leaders Fund II Investors (2019) L.L.C.*
Accel Growth Fund II L.P.*
Accel Growth Fund II Strategic Partners L.P.*
Accel Growth Fund II Associates L.L.C.*
Accel Growth Fund Investors 2013 L.L.C.*
Accel India III L.P.*
Accel India III Associates L.P.*
Accel India III GP Associates Ltd.*
Accel India III Investors L.L.C.*
Accel India IV L.P.*
Accel India IV Associates L.P.*
Accel India IV GP Associates Ltd.*
Accel India IV Investors L.L.C.*
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact for | ||
the above-listed entities |
Individuals:
Sameer K. Gandhi*
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact for | ||
the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
CUSIP NO. 358054104 | 13 G | Page 26 of 27 |
EXHIBIT INDEX
Found on Sequentially | ||
Exhibit | Numbered Page | |
Exhibit A: Agreement of Joint Filing | 27 |
CUSIP NO. 358054104 | 13 G | Page 27 of 27 |
EXHIBIT A
Agreement of Joint Filing
The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Freshworks Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 11, 2022
Entities:
Accel Leaders Fund L.P.*
Accel Leaders Fund Associates L.L.C.*
Accel Leaders Fund Investors 2016 L.L.C. *
Accel Leaders Fund II L.P.*
Accel Leaders Fund II Strategic Partners L.P.*
Accel Leaders Fund II Associates L.L.C.*
Accel Leaders Fund II Investors (2019) L.L.C.*
Accel Growth Fund II L.P.*
Accel Growth Fund II Strategic Partners L.P.*
Accel Growth Fund II Associates L.L.C.*
Accel Growth Fund Investors 2013 L.L.C.*
Accel India III L.P.*
Accel India III Associates L.P.*
Accel India III GP Associates Ltd.*
Accel India III Investors L.L.C.*
Accel India IV L.P.*
Accel India IV Associates L.P.*
Accel India IV GP Associates Ltd.*
Accel India IV Investors L.L.C.*
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact for | ||
the above-listed entities |
Individuals:
Sameer K. Gandhi*
By: | /s/ Tracy L. Sedlock | |
Tracy L. Sedlock, Attorney-in-fact for | ||
the above-listed individual |
* Signed pursuant to a Power of Attorney already on file with the appropriate agencies.