0001209191-23-054842.txt : 20231109
0001209191-23-054842.hdr.sgml : 20231109
20231109163016
ACCESSION NUMBER: 0001209191-23-054842
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231107
FILED AS OF DATE: 20231109
DATE AS OF CHANGE: 20231109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GANDHI SAMEER K
CENTRAL INDEX KEY: 0001201326
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40806
FILM NUMBER: 231393053
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Freshworks Inc.
CENTRAL INDEX KEY: 0001544522
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 331218825
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2950 S. DELAWARE ST.
STREET 2: SUITE 201
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: (650) 513-0514
MAIL ADDRESS:
STREET 1: 2950 S. DELAWARE ST.
STREET 2: SUITE 201
CITY: SAN MATEO
STATE: CA
ZIP: 94403
FORMER COMPANY:
FORMER CONFORMED NAME: FreshDesk Inc.
DATE OF NAME CHANGE: 20120312
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-11-07
0
0001544522
Freshworks Inc.
FRSH
0001201326
GANDHI SAMEER K
C/O FRESHWORKS INC.
2950 S DELAWARE STREET, SUITE 201
SAN MATEO
CA
94403
1
0
1
0
0
Class A Common Stock
2023-11-07
4
C
0
1600000
0.00
A
1600000
I
See footnotes
Class A Common Stock
2023-11-07
4
J
0
1600000
0.00
D
0
I
See footnotes
Class A Common Stock
2023-11-07
4
C
0
1000000
0.00
A
1000000
I
See footnotes
Class A Common Stock
2023-11-07
4
J
0
1000000
0.00
D
0
I
See footnotes
Class A Common Stock
2023-11-07
4
J
0
21204
0.00
A
262202
I
See footnotes
Class A Common Stock
2023-11-07
4
J
0
33186
0.00
A
175161
I
See footnotes
Class A Common Stock
3112212
I
See footnotes
Class A Common Stock
128846
I
See footnotes
Class A Common Stock
185733
I
See footnotes
Class A Common Stock
32081
D
Class B Common Stock
2023-11-07
4
C
0
1600000
0.00
D
Class A Common Stock
1600000
13400000
I
See footnotes
Class B Common Stock
2023-11-07
4
C
0
1000000
0.00
D
Class A Common Stock
1000000
18000000
I
See footnotes
Class B Common Stock
Class A Common Stock
3660560
3660560
I
See footnotes
Class B Common Stock
Class A Common Stock
3758740
3758740
I
See footnotes
Class B Common Stock
Class A Common Stock
665040
665040
I
See footnotes
Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which is owned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India III Associates L.P., which is the general partner of AIN3. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M.
On November 7, 2023, AIN3M distributed, for no consideration, 1,600,000 shares of Class A common stock of the Issuer (the "AIN3M Shares") to its partners and representing each such partner's pro rata interest in such AIN3M Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd., which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors 2013 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to the shares held by AGF2M.
On November 7, 2023, AGF2M distributed, for no consideration, 1,000,000 shares of Class A common stock of the Issuer (the "AGF2M Shares") to its partners and representing each such partner's pro rata interest in such AGF2M Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
Reflects shares distributed in the distributions reported herein in each case to the limited partners or members of the applicable entity for no consideration, representing each limited partner's or member's pro-rata interest in such shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
The shares are held by Accel Leaders 3 L.P. Accel Leaders 3 GP Associates L.L.C. ("AL3A") is the general partner of the general partner of Accel Leaders 3 L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.
The shares are held by Accel Leaders 3 Entrepreneurs L.P. AL3A is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.
The shares are held by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.
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.
Shares held by Accel Leaders Holdings (Mauritius) Ltd. (ALM). ALM is owned by Accel Leaders Fund L.P. (ALF), and Accel Leaders Fund Investors 2016 L.L.C. Accel Leaders Fund Associates L.L.C. is the general partner of ALF. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of ALM and collectively make investment and voting decisions with respect to the shares held by ALM.
Shares held by Accel Leaders II Holdings (Mauritius) Ltd. (AL2M). AL2M is owned by Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund II Strategic Partners L.P. (ALF2SP) and Accel Leaders Fund II Investors (2019) L.L.C. Accel Leaders Fund II Associates L.L.C. is the general partner of ALF2 and ALF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AL2M and collectively make investment and voting decisions with respect to the shares held by AL2M.
Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India Holdings IV (Mauritius) Ltd., which is owned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel India IV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M.
/s/ Pamela Sergeeff, Attorney-in-fact
2023-11-09