View:
Download DOC
Download PDF
Download XLS

 

 

 

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. 1)*

 

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, 2022

(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 32 Pages

Exhibit Index Contained on Page 31

 

 

 

 

 

 

CUSIP NO. 358054104 13 G Page 2 of 32

 

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)     ý

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 2.1%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on  164,596,384 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 4, 2022 (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 32

 

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)     ý

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 2.1%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 164,596,384 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 161,269,664 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 2.1%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 164,534,854 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 161,248,954 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 2.2%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 164,681,064 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 161,283,164 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 10.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 180,774,674 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 0.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 162,527,744 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 11.6%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 182,199,674 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 1.3%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 163,214,754 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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
25,906,493 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
25,906,493 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 25,906,493
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 187,009,237 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q, plus (ii) 25,906,493 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 32

 

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)     ý

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
25,906,493 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
25,906,493 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 25,906,493
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 187,009,237 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q, plus (ii) 25,906,493 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 32

 

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)     ý

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
25,906,493 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
25,906,493 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 25,906,493
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.9%(1)
12 TYPE OF REPORTING PERSON* CO
         

(1) Based on 187,009,237 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q, plus (ii) 25,906,493 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 32

 

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)     ý

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
2,593,507 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
2,593,507 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 2,593,507
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 163,696,251 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q, plus (ii) 2,593,507 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 32

 

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)     ý

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 0.4%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 161,730,404 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 0.4%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 161,730,404 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 0.4%(1)
12 TYPE OF REPORTING PERSON* CO
         

(1) Based on 161,730,404 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 161,140,124 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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 32

 

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)     ý

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 1.9%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q.

 

 

 

 

CUSIP NO. 358054104 13 G Page 22 of 32

 

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)     ý

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 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q.

 

 

 

 

CUSIP NO. 358054104 13 G Page 23 of 32

 

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)     ý

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 2.0%(1)
12 TYPE OF REPORTING PERSON* PN
         

(1) Based on 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q.

 

 

 

 

CUSIP NO. 358054104 13 G Page 24 of 32

 

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)     ý

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 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q.

 

 

 

 

CUSIP NO. 358054104 13 G Page 25 of 32

 

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)     ý

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 2.1%(1)
12 TYPE OF REPORTING PERSON* OO
         

(1) Based on 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, as reported by the issuer in its Form 10-Q.

 

 

 

 

CUSIP NO. 358054104 13 G Page 26 of 32

 

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)     ý

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
63,220,071 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 59,793,280 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, 25,906,493 are directly owned by AIN3, 2,593,507 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.
6 SHARED VOTING POWER
See response to row 5.
7 SOLE DISPOSITIVE POWER
63,220,071 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 59,793,280 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, 25,906,493 are directly owned by AIN3, 2,593,507 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.
  8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,220,071
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 28.6%(1)
12 TYPE OF REPORTING PERSON IN
         

(1) Based on 225,528,694 shares of Class A Common Stock, calculated as follows, (i) 161,102,744 shares of Class A Common Stock outstanding as of October 28, 2022, 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) 25,906,493 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock held by AIN3, plus (xi) 2,593,507 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 28 of 32

 

This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13G initially filed with the United States Securities and Exchange Commission on February 14, 2022 (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. 1 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. 

     
  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 30 of 32

 

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 14, 2023

 

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/ 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 31 of 32

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A: Agreement of Joint Filing   32

 

 

 

 

CUSIP NO. 358054104 13 G Page 32 of 32

 

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 14, 2023

 

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/ 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.