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. 3)*
Freshworks Inc.
(Name of Issuer)
Class A common stock, par value $0.00001
per share
(Title of Class of
Securities)
358054104
(CUSIP Number)
September 30, 2024
(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 31 Pages
Exhibit Index Contained on Page 30
| CUSIP NO. 358054104 |
13 G |
Page 2 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
1.5%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 236,478,380 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed
with the Securities and Exchange Commission on November 6, 2024 (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 |
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Page 3 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
1.5%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 236,478,380 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in 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 |
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Page 4 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
0.1%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 233,151,660 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 |
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Page 5 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
1.5%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 236,416,850 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 |
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Page 6 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
0.1%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 233,130,950 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 |
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Page 7 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
1.5%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 236,563,060 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 |
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Page 8 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 |
0.1%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 233,165,160 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 |
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Page 9 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
10,383,100 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
10,383,100 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 |
10,383,100 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
4.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 243,367,840 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 10,383,100 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock held by AGF2.
| CUSIP NO. 358054104 |
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Page 10 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
752,150 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
752,150 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 |
752,150 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 233,736,890 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 752,150 shares of Class A Common Stock issuable upon conversion
of shares of Class B Common Stock held by AGF2SP.
| CUSIP NO. 358054104 |
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Page 11 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,135,250 shares issuable upon conversion of Class B Common Stock, of which 10,383,100 are directly owned by AGF2, and 752,150 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
11,135,250 shares issuable upon conversion of Class B Common Stock, of which 10,383,100 are directly owned by AGF2, and 752,150 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 |
11,135,250 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
4.6%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 244,119,990 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 10,383,100 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock held by AGF2, plus (iii) 752,150 shares of Class A Common Stock issuable upon conversion
of shares of Class B Common Stock held by AGF2SP.
| CUSIP NO. 358054104 |
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Page 12 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
1,114,750 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
1,114,750 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 |
1,114,750 |
| 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 234,099,490 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 1,114,750 shares of Class A Common Stock issuable upon conversion
of shares of Class B Common Stock held by AGFI13.
| CUSIP NO. 358054104 |
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Page 13 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
6,408,443 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
6,408,443 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 dispose of these shares, and AIN3A, the general partner of AIN3A 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 |
6,408,443 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.7%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 239,393,183 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 6,408,443 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 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
6,408,443 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
6,408,443 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 dispose of these shares, and AIN3A, the general partner of AIN3A 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 |
6,408,443 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.7%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 239,393,183 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 6,408,443 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 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
6,408,443 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
6,408,443 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 dispose of these shares, and AIN3A, the general partner of AIN3A 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 |
6,408,443 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
2.7%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
CO |
(1) Based on 239,393,183 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 6,408,443 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 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
641,557 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 vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
641,557 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 |
641,557 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 233,626,297 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the Form 10-Q, plus (ii) 641,557 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 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 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 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 |
0.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 233,612,400 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 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 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 |
0.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 233,612,400 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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 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 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 |
0.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
CO |
(1) Based on 233,612,400 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel India IV Investors L.L.C. (“AIN4INV”) |
| 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
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 |
0.0%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 233,022,120 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in the 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 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Leaders 3 L.P. ("ALF3") |
| 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
3,112,212 shares. Accel Leaders 3 Associates L.P. (“AL3A LP”), the general partner of ALF3, may be deemed to have sole power to vote these shares, and Accel Leaders 3 GP Associates L.L.C. ("AL3A"), the general partner of AL3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AL3A, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
3,112,212 shares. AL3A LP, the general partner of ALF3, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AL3A, 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 |
3,112,212 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.3%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the issuer in the Form 10-Q.
| CUSIP NO. 358054104 |
13 G |
Page 22 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Leaders 3 Entrepreneurs L.P. ("ALF3E") |
| 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
128,846 shares. AL3A LP, the general partner of ALF3E, may be deemed to have sole power to vote these shares, and AL3A, the general partner of AL3A LP, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AL3A, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
128,846 shares. AL3A LP, the general partner of ALF3E, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of AL3A LP, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AL3A, 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 |
128,846 |
| 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* |
PN |
(1) Based on 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the issuer in the Form 10-Q.
| CUSIP NO. 358054104 |
13 G |
Page 23 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Leaders 3 Associates L.P. (“AL3A 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
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
3,241,058 shares, of which 3,112,212 are directly owned by ALF3 and 128,846 are directly owned by ALF3E. AL3A, the general partner of ALF3 and ALF3E, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and AL3A, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
3,241,058 shares, of which 3,112,212 are directly owned by ALF3 and 128,846 are directly owned by ALF3E. AL3A, the general partner of ALF3 and ALF3E, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and AL3A, 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 |
3,241,058 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.4%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
PN |
(1) Based on 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the issuer in the Form 10-Q.
| CUSIP NO. 358054104 |
13 G |
Page 24 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Leaders 3 Investors (2020) L.P. ("ALFI20") |
| 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
185,733 shares. AL3A, the general partner of ALFI20, may be deemed to have sole power to vote these shares, and SKG, a director of the issuer and AL3A, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
185,733 shares. AL3A, the general partner of ALF3E, may be deemed to have sole power to dispose of these shares, and SKG, a director of the issuer and AL3A, 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 |
185,733 |
| 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* |
PN |
(1) Based on 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the issuer in the Form 10-Q.
| CUSIP NO. 358054104 |
13 G |
Page 25 of 31 |
| 1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Accel Leaders 3 GP Associates L.L.C. ("AL3A") |
| 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
3,426,791 shares, of which 3,112,212 are directly owned by ALF3, 128,846 are directly owned by ALF3E, and 185,733 are directly owned by ALFI20. AL3A LP, the general partner of ALF3 and ALF3E, may be deemed to have sole power to vote these shares, and AL3A, the general partner of ALFI20, may be deemed to have sole power to vote these shares. SKG, a director of the issuer and AL3A, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER
See response to row 5. |
| 7 |
SOLE DISPOSITIVE POWER
3,426,791 shares, of which 3,112,212 are directly owned by ALF3, 128,846 are directly owned by ALF3E, and 185,733 are directly owned by ALFI20. AL3A LP, the general partner of ALF3 and ALF3E, may be deemed to have sole power to dispose of these shares, and AL3A, the general partner of ALFI20, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer and AL3A, 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 |
3,426,791 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
1.5%(1) |
| 12 |
TYPE OF REPORTING PERSON* |
OO |
(1) Based on 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as reported by the issuer in the Form 10-Q.
| CUSIP NO. 358054104 |
13 G |
Page 26 of 31 |
| 1 |
NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
723,504 |
| 6 |
SHARED
VOTING POWER
30,811,131 shares, of which 3,112,212 are directly owned by ALF3, 128,846 are directly owned by ALF3E, and 185,733 are directly owned
by ALFI20, and 27,384,340 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, 10,383,100 are directly owned by AGF2, 752,150 are directly owned by AGF2SP, 1,114,750 are directly owned by AGFI13, 6,408,443
are directly owned by AIN3, 641,557 are directly owned by AIN3INV, 627,660 are directly owned by AIN4, 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. AL3A
LP, the general partner of ALF3 and ALF3E, may be deemed to have sole power to vote these shares, and AL3A the general partner of AL3A
LP and ALFI20, may be deemed to have sole power to vote these shares. SKG, a director of the issuer, AIN3A, AIN4A, and AL3A, 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. |
| 7 |
SOLE DISPOSITIVE POWER
723,504 |
| |
8 |
SHARED
DISPOSITIVE POWER
30,811,131 shares, of which 3,112,212 are directly owned by ALF3, 128,846 are directly owned by ALF3E, and 185,733 are directly owned
by ALFI20, and 27,384,340 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, 10,383,100 are directly owned by AGF2, 752,150 are directly owned by AGF2SP, 1,114,750 are directly owned by AGFI13, 6,408,443
are directly owned by AIN3, 641,557 are directly owned by AIN3INV, 627,660 are directly owned by AIN4, 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 partner 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. AL3A
LP, the general partner of ALF3 and ALF3E, may be deemed to have sole power to dispose of these shares, and AL3A the general partner of
AL3A LP and ALFI20, may be deemed to have sole power to dispose of these shares. SKG, a director of the issuer, AIN3A, AIN4A, and AL3A,
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. |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
31,534,635 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
12.1%(1) |
| 12 |
TYPE OF REPORTING PERSON |
IN |
(1) Based on 260,369,080 shares of Class A Common Stock, calculated as follows, (i) 232,984,740 shares of Class A Common Stock outstanding
as of November 1, 2024, as reported by the issuer in 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, 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) 10,383,100 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2, plus (viii)
752,150 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGF2SP, plus (ix) 1,114,750
shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AGFI13, plus (x) 6,408,443 shares of
Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3, plus (xi) 641,557 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 27 of 31 |
This Amendment No. 3 (“Amendment No. 3”) amends the Schedule 13G initially filed with the United States Securities and Exchange
Commission on February 14, 2022 and amended on February 15, 2023 and on February 12, 2024 (as amended, the “Original Schedule 13G”)
by the Reporting Persons. The “Reporting Persons” are collectively, 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”), Accel Leaders
3 L.P. (“ALF3”), Accel Leaders Fund 3 Entrepreneurs L.P.(“ALF3E”), Accel Leaders 3 Associates L.P. (“AL3A
LP”), Accel Leaders 3 Investors (2020) L.P. ("ALFI20"), Accel Leaders 3 GP Associates L.L.C. ("AL3A"), and Sameer K. Gandhi ("SKG").
Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G remain unchanged. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined
in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13G.
| 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”), Accel Leaders 3 L.P. (“ALF3”),
Accel Leaders Fund 3 Entrepreneurs L.P.(“ALF3E”), Accel Leaders 3 Associates L.P. (“AL3A LP”), Accel Leaders 3
Investors (2020) L.P. ("ALFI20"), Accel Leaders 3 GP Associates L.L.C. ("AL3A"), 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, 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. AL3A LP, the general partner
of ALF3 and ALF3E, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly owned by ALF3
and ALF3E, and AL3A, the general partner of AL3A LP, may be deemed to have sole power to vote and sole power to dispose of these shares.
AL3A, the general partner of ALFI20, may be deemed to have sole power to vote and sole power to dispose of the shares of the issuer directly
owned by ALFI20. SKG, a director of the issuer, AIN3A, AIN4A, and AL3A, 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. |
| CUSIP NO. 358054104 |
13 G |
Page 28 of 31 |
| ITEM 2(B). |
ADDRESS OF PRINCIPAL OFFICE
The address for each of the Reporting Persons is:
Accel
500 University Avenue
Palo Alto, CA 94301
|
| ITEM 2(C). |
CITIZENSHIP
ALF, ALF2, ALF2SP, AGF2, AGF2SP, ALF3, ALF3E,
AL3A LP and ALFI20 are Delaware limited partnerships. AIN3, AIN3A LP, AIN4, and AIN4 LP are Cayman Islands limited partnerships. ALFA,
ALF2A, AGF2A, ALFI16, ALFI19, AGFI13, AIN3INV, AIN4INV and AL3A are Delaware limited liability companies. AIN3A and AIN4A are Cayman Islands
limited liability companies. SKG is a United States Citizen.
|
| 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. |
| |
(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 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON.
Under certain circumstances set forth in
the limited partnership agreements of ALF, ALF2, ALF2SP, AGF2, AGF2SP, AIN3, AIN3A LP, AIN4, AIN4A LP, AL3, AL3E, ALFI20, and AL3A LP,
and the limited liability company agreements of ALFA, ALFI16, ALF2A, ALFI19, AGF2A, AGFI13, AIN3A, AIN4A, and AL3A the general partner
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. |
| CUSIP NO. 358054104 |
13 G |
Page 29 of 31 |
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: November 14, 2024
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.*
Accel Leaders 3 L.P.*
Accel Leaders 3 Entrepreneurs L.P.*
Accel Leaders 3 Associates L.P.*
Accel Leaders 3 GP Associates L.L.C.*
Accel Leaders 3 Investors (2020) L.P.*
| |
By: |
/s/ Ryan Connor |
| |
|
Ryan Connor, Attorney-in-fact for the above-listed entities |
Individuals:
Sameer K. Gandhi*
| |
By: |
/s/ Ryan Connor |
| |
|
Ryan Connor, 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 30 of 31 |
EXHIBIT INDEX
| CUSIP NO. 358054104 |
13 G |
Page 31 of 31 |
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 Reporting Persons. Note that copies of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.
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