Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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) |
Roelof Botha 2800 Sand Hill Road, Suite 101 Menlo Park, CA, 94025 (650) 854-3927 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/22/2025 (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
SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. ("SC GGF III") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,160,885.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 8, 10 and 11. Includes 4,275,582 Class B shares and 2,885,303 Class A Shares. Row 13. Based on 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS MANAGEMENT, L.P. ("SC GGF III MGMT") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,160,885.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 8, 10 and 11. Includes 4,275,582 Class B shares directly owned by SC GGF III and 2,885,303 Class A shares directly owned by SC GGF III. The General Partner of SC GGF III is SC GGF III MGMT. Row 13. Based on 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
SC US (TTGP), LTD. ("SC US TTGP") | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,160,885.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 8, 10 and 11. Includes 4,275,582 Class B shares directly owned by SC GGF III and 2,885,303 Class A shares directly owned by SC GGF III. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. Row 13. Based on 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
DOUGLAS LEONE ("DL") | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,222,659.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 8, 10 and 11. Includes 4,275,582 Class B shares directly owned by SC GGF III and 2,885,303 Class A shares directly owned by SC GGF III. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III are Messrs. DL and RB. Row 13. Based on 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025.
SCHEDULE 13D
|
| CUSIP No. | 358054104 |
| 1 |
Name of reporting person
ROELOF BOTHA ("RB") | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,214,321.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 8, 10 and 11. Includes 4,275,582 Class B shares directly owned by SC GGF III and 2,885,303 Class A shares directly owned by SC GGF III. The General Partner of SC GGF III is SC GGF III MGMT. The General Partner of SC GGF III MGMT is SC US TTGP. The directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III are Messrs. DL and RB. Row 13. Based on 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Comp
any's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025.
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 Street, 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 thereto on November 14, 2022 ("Amendment No. 1"), Amendment No. 2 ("Amendment No. 2") thereto on July 25, 2022 and Amendment No. 3 thereto on November 7, 2023 ("Amendment No. 3" and collectively, with the initial Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Original 13D") remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to the Item 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 Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits. The Reporting Persons are filing this Amendment to reflect pro rata distributions of Class A Common Stock of the Company to partners or members for no consideration by Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. and subsequent distributions by general partners or managing members to their respective partners or members. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) and (c) of Item 5 of the Original 13D are hereby amended and restated in their entirety as follows: (a) References to percentage ownerships of Class A Common Stock in this Statement are based upon the 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% 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. SC GGF III beneficially owns 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC GGF III Management, as the general partner of SC GGF III, may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC US (TTGP), as the general partner of SC GGF III Management may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 7,160,885 are shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. DL and RB are the directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III. SC US TTGP is the general partner of SC GGF III Management, which is the general partner of SC GGF III. As such, DL and RB may be deemed to beneficially own an aggregate of 7,222,659 and 7,214,321 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% 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) | Except as described in this Item 5(c), the Reporting Persons have not effected any transactions in the Class A Common Stock and Class B Common Stock during the past 60 days. On July 22, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock. On July 23, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock. | |
| (e) | July 23, 2025 | |
| 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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