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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001657088 XXXXXXXX LIVE 4 Class A Common Stock, par value $0.00001 per share 02/20/2025 false 0001544522 358054104 Freshworks Inc. 2950 S. DELAWARE ST., SUITE 201 San Mateo CA 94403 Hemant Parsenora 230-467-5123 6th Floor, Two Tribeca Tribeca Central Trianon O4 72261 Benjamin R. Pedersen 212-909-6121 Debevoise & Plimpton LLP 66 Hudson Boulevard East New York NY 10001 0001657088 N Peak XV Partners V Ltd. a OO N O4 0.00 9627136.00 0.00 9627136.00 9627136.00 N 4.0 OO 0001866573 N Peak XV Partners Investments V a OO N O4 0.00 9627136.00 0.00 9627136.00 9627136.00 N 4.0 OO 0001657029 N Peak XV Partners Principals Fund V LTD a OO N O4 0.00 9627136.00 0.00 9627136.00 9627136.00 N 4.0 OO 0002035614 N Peak XV Partners Management V Ltd. a OO N O4 0.00 9627136.00 0.00 9627136.00 9627136.00 N 4.0 OO 0001919552 N Peak XV Partners Growth Investments III-1 a OO N O4 0.00 2077417.00 0.00 2077417.00 2077417.00 N 0.9 OO 0001815343 N Peak XV Partners Growth Fund III Ltd. a OO N O4 0.00 2077417.00 0.00 2077417.00 2077417.00 N 0.9 OO 0001821805 N Peak XV Partners Principals Growth Fund III Ltd. a OO N O4 0.00 2077417.00 0.00 2077417.00 2077417.00 N 0.9 OO Y Peak XV Partners GF Management III Ltd. a OO N O4 0.00 2077417.00 0.00 2077417.00 2077417.00 N 0.9 OO Class A Common Stock, par value $0.00001 per share Freshworks Inc. 2950 S. DELAWARE ST., SUITE 201 San Mateo CA 94403 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(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(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. 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. 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. 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 Peak XV Partners V Ltd. /s/ Dilshaad Rajabalee Dilshaad Rajabalee, Authorized Signatory 02/24/2025 Peak XV Partners Investments V /s/ Dilshaad Rajabalee Dilshaad Rajabalee, Authorized Signatory, By: Peak XV Partners V Ltd. and Peak XV Partners Principals Fund V LTD, its sole shareholders 02/24/2025 Peak XV Partners Principals Fund V LTD /s/ Dilshaad Rajabalee Dilshaad Rajabalee, Authorized Signatory 02/24/2025 Peak XV Partners Management V Ltd. /s/ Kristee Bhurtun-Jokhoo Kristee Bhurtun-Jokhoo, Authorized Signatory 02/24/2025 Peak XV Partners Growth Investments III-1 /s/ Hemant Parsenora Hemant Parsenora, Authorized Signatory 02/24/2025 Peak XV Partners Growth Fund III Ltd. /s/ Hemant Parsenora Hemant Parsenora, Authorized Signatory 02/24/2025 Peak XV Partners Principals Growth Fund III Ltd. /s/ Hemant Parsenora Hemant Parsenora, Authorized Signatory 02/24/2025 Peak XV Partners GF Management III Ltd. /s/ Dilshaad Rajabalee Dilshaad Rajabalee, Authorized Signatory 02/24/2025