SEC Filing | Freshworks Inc.

View:

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2024

3. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,941,391	I	See footnotes⁽¹⁾⁽²⁾
Class A Common Stock	1,879,370	I	See footnotes⁽¹⁾⁽³⁾
Class A Common Stock	4,726,247	I	See footnotes⁽¹⁾⁽⁴⁾
Class A Common Stock	3,789,635	I	See footnotes⁽¹⁾⁽⁵⁾
Class A Common Stock	3,870,000	I	See footnotes⁽¹⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,879,370	⁽⁷⁾	I	See footnotes⁽¹⁾⁽³⁾
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,632,043	⁽⁷⁾	I	See footnotes⁽¹⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,789,635	⁽⁷⁾	I	See footnotes⁽¹⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alphabet Holdings LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alphabet Inc.

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2013 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2013 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2014 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG GP LLC

(Last)

(First)

(Middle)

1600 AMPITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG II GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG II LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG LP

(Last)

(First)

(Middle)

1600 AMPITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Explanation of Responses:

1. Each of CapitalG LP, CapitalG II, LP, CapitalG 2013 LP, CapitalG 2014 LP, CapitalG IV LP, CapitalG 2013 GP LLC, CapitalG 2014 GP LLC, CapitalG IV GP LLC, CapitalG GP II LLC, CapitalG GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

2. Shares held by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG LP.

3. Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.

4. Shares held by CapitalG 2013 LP. CapitalG 2013 GP LLC, the general partner of CapitalG 2013 LP, Alphabet Holdings LLC, the managing member of CapitalG 2013 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2013 LP.

5. Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.

6. Shares held by CapitalG IV LP. CapitalG IV GP LLC, the general partner of CapitalG IV LP, Alphabet Holdings LLC, the managing member of CapitalG IV GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG IV LP.

7. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

Remarks:

Exhibit 24 - Power of Attorney ......................THIS FORM 3 IS BEING FILED AS TWO SEPARATE FILINGS DUE TO THE NUMBER OF REPORTING PERSONS. THE CONTENT OF THE TWO FILINGS IS IDENTICAL.

	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG LP	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG II LP	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG 2013 LP	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG 2014 LP	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG GP LLC	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG II GP LLC	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG 2013 GP LLC	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for CAPITALG 2014 GP LLC	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for ALPHABET HOLDINGS LLC	08/30/2024
	/s/ Barry Hurwitz, as attorney-in-fact for ALPHABET INC.	08/30/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Christopher A. Rose, Joanne R. Soslow, Bryan S. Keighery, Barry Hurwitz and Ann Reynolds of Morgan, Lewis & Bockius LLP, or either of them acting singly, and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact, with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:

1. prepare, execute and submit for and on behalf of the undersigned any and

all forms, schedules, statements and other documents which the undersigned is required to file with the U.S. Securities and Exchange Commission (the “SEC”), including (without limitation) the Form ID (including any amendments thereto) and any other documents necessary or desirable to enable the undersigned to make electronic filings with the SEC of reports required by Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (“Rule 144”), including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144 on the SEC electronic systems for securities filings (EDGAR);

2. do and perform any and all acts for and on behalf of the undersigned which

may be necessary to complete and execute such Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144, and timely file such report with the SEC and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as amended.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 2024.

CapitalG LP

By: CapitalG GP LLC
Its General Partner

By: /s/ Jeremiah Gordon

Name: Jeremiah Gordon