Sec Form 13G Filing - Mathrubootham Rathnagirish @ Freshworks Inc.

Sec Form 13G Filing - Mathrubootham Rathnagirish filing for Freshworks Inc. (FRSH) - 2022-02-11

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Freshworks Inc.

(Name of Issuer)

Class A common stock, par value $0.00001 per share

(Title of Class of Securities)

358054 10 4

(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)

☒ 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 the disclosures provided in a prior cover page.

The information required in 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).


CUSIP No. 358054 10 4		SCHEDULE 13G		Page 2 of 5

⁽¹⁾

Consists of (i) 15,428,288 shares of Class B common stock, par value $0.00001 per share (“Class B common stock”), held by the Reporting Person and (ii) 83,200 shares of Class B common stock and 2,716,500 shares of Class B common stock issuable to the Reporting Person upon vesting of performance-based restricted stock units and restricted stock units, respectively, within 60 days of December 31, 2021.

⁽²⁾	Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of the Class A common stock, par value $0.00001 per share (the “Class A common stock”).

⁽³⁾

Based on the quotient obtained by dividing (a) the 18,227,988 shares of the Class B common stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 50,553,120 shares of Class A common stock outstanding as of December 31, 2021 as reported by the Issuer to the Reporting Person, and (ii) 18,227,988 shares of Class B common stock beneficially owned by the Reporting Person. The 18,227,988 shares of Class B common stock beneficially owned by the Reporting Person are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.


CUSIP No. 358054 10 4		SCHEDULE 13G		Page 3 of 5

Item 1(a)

Name of Issuer:

Freshworks Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

2950 S. Delaware Street, Suite 201

San Mateo, CA 94403

Item 2(a)

Name of Persons Filing:

Rathna Girish Mathrubootham (the “Reporting Person”)

Item 2(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office for the Reporting Persons is:

c/o Freshworks Inc.

2950 S. Delaware Street, Suite 201

San Mateo, CA 94403

Item 2(c)

Citizenship:

The citizenship of the Reporting Persons is the United States.

Item 2(d)

Title of Class of Securities:

Class A common stock, par value $0.00001 per share.

Item 2(e)CUSIP

Number:

358054 10 4

Item 3

If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

This statement is not filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).

Item 4

Ownership:

(a) Amount beneficially owned: 18,227,988⁽¹⁾⁽²⁾

(b) Percent of class: 26.5%⁽³⁾

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 18,227,988⁽¹⁾⁽²⁾

(ii) Shared power to vote or direct the vote: 0

(iii) Sole power to dispose or direct the disposition: 18,227,988⁽¹⁾⁽²⁾

(iv) Shared power to dispose or direct the disposition: 0

⁽¹⁾

Consists of (i) 15,428,288 shares of Class B common stock held by the Reporting Person and (ii) 83,200 shares of Class B common stock and 2,716,500 shares of Class B common stock issuable to the Reporting Person upon vesting of performance-based restricted stock units and restricted stock units, respectively, within 60 days of December 31, 2021.

⁽²⁾	Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock.

⁽³⁾


CUSIP No. 358054 10 4		SCHEDULE 13G		Page 4 of 5

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:

Not applicable.

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reporting 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. 358054 10 4		SCHEDULE 13G		Page 5 of 5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022


RATHNA GIRISH MATHRUBOOTHAM

By:		/s/ Rathna Girish Mathrubootham
Name:		Rathna Girish Mathrubootham
Title:		Chief Executive Officer and Chairman

NAME OF REPORTING PERSONS

Rathna Girish Mathrubootham

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States