Amendment: SEC Form SCHEDULE 13D/A filed by Freshworks Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
Freshworks Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
358054104 (CUSIP Number) |
Hemant Parsenora 6th Floor, Two Tribeca, Tribeca Central Trianon, O4, 72261 230-467-5123 Benjamin R. Pedersen Debevoise & Plimpton LLP, 66 Hudson Boulevard East New York, NY, 10001 212-909-6121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners V Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,627,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Investments V | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,627,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Principals Fund V LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,627,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Management V Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,627,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Growth Investments III-1 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,077,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Growth Fund III Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,077,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners Principals Growth Fund III Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,077,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
Peak XV Partners GF Management III Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MAURITIUS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,077,417.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
Freshworks Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2950 S. DELAWARE ST., SUITE 201, San Mateo,
CALIFORNIA
, 94403. | |
Item 1 Comment:
Except as set forth in this Amendment No. 4 (this "Amendment"), the initial Schedule 13D, filed on March 21, 2022, as amended by Amendment No. 1, filed on November 14, 2022, Amendment No. 2, filed on July 27, 2023 and Amendment No. 3, filed on January 29, 2025 (the "Statement"), remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in the Statement. The information set forth in response to the Items below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Statement is expressly incorporated herein by reference and the response to each Item of the Statement, including as amended herein, is qualified in its entirety by the provisions of such Exhibits.
The Reporting Persons are filing this Amendment to reflect its new percentage beneficial ownership in the Issuer, which has decreased as a result of an increase in the number of shares of outstanding Class A Common Stock of the Company. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Statement is hereby amended and restated in its entirety as follows:
This Statement is being jointly filed by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (i) Peak XV Partners Investments V, a Mauritius limited life company ("Peak Investments V"); (ii) Peak XV Partners V Ltd., a Mauritius limited life company ("Peak V") ; (iii) Peak XV Partners Principals Fund V LTD, a Mauritius limited life company ("Peak Principals Fund V"); (iv) Peak XV Partners Management V Ltd., a Mauritius limited life company ("Peak Management V"); (v) Peak XV Partners Growth Investments III-1 ("Peak Growth III-1"), a Mauritius limited life company; (vi) Peak XV Partners Growth Fund III Ltd., a Mauritius limited life company ("Peak Growth III"); (vii) Peak XV Partners Principals Growth Fund III Ltd., a Mauritius limited life company ("Peak Principals Growth III") and (viii) Peak XV Partners GF Management III Ltd ("Peak GF Management"). The agreement among the Reporting Persons relating to the joint filing of this Statement is attached to this Statement as Exhibit 99.1.
Based on the transactions described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually has voting or dispositive power with respect to such securities. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Statement is hereby amended and restated in its entirety as follows:
References to percentage ownerships of Class A Common Stock in this Statement are based upon the 243,010,237 shares of Class A Common Stock stated to be outstanding as of February 14, 2025, as reported in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 11,704,553 shares of Class A Common Stock which constitutes approximately 4.9% of the Company's Class A Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.
Peak Investments V beneficially owns 9,627,136 shares of Class A Common Stock, which represents approximately 4.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Peak V and Peak Principals Fund V, as the sole shareholders of Peak Investments V, may be deemed to beneficially own 9,627,136 shares of Class A Common Stock, which represents approximately 4.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Peak Management V, as the sole Class B shareholder of each of Peak V and Peak Principals Fund V, may be deemed to beneficially own 9,627,136 shares of Class A Common Stock, which represents approximately 4.0% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Peak Growth III-1 beneficially owns 2,077,417 shares of Class A Common Stock, which represents approximately 0.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Peak Growth III and Peak Principals Growth III, as the sole shareholders of Peak Growth III-1, may be deemed to beneficially own 2,077,417 shares of Class A Common Stock, which represents approximately 0.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
Peak GF Management, as the sole shareholder of each of Peak Growth III and Peak Principals Growth III, may be deemed to beneficially own 2,077,417 shares of Class A Common Stock, which represents approximately 0.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.
By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Rule 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. | |
| (c) | Item 5(c) of the Statement is hereby amended and restated in its entirety as follows:
None of the Reporting Persons has effected any transactions in the Class A Common Stock since the filing of Amendment No. 3 on January 29, 2025. | |
| (e) | Item 5(e) of the Statement is hereby amended and restated in its entirety as follows:
As of February 20, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Class A Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1: Joint Filing Agreement dated as of February 24, 2025, by and among Peak Investments V, Peak V, Peak Principals Fund V, Peak Management V, Peak Growth III-1, Peak Growth III, Peak Principals Growth III and Peak GF Management | ||
| SIGNATURE | |
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.
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