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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 1 )*
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(Name of Issuer)
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Class A Common Stock, par value $0.00001 per share
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(Title of Class of Securities)
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(CUSIP Number)
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September 30, 2024
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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* 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 the disclosures provided in a prior cover page.
The information required in 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).
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1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG 2013 LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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7,358,290 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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7,358,290 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,358,290 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1% (3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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PN
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(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 4,726,247 shares of Class A common stock, par
value $0.00001 per share (“Class A Common Stock”) and 2,632,043 shares of Class B common stock, par value $0.00001 per share (“Class B Common Stock”) held of record by CapitalG 2013 LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (“SEC”) on November 6, 2024 and (ii) 2,632,043 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible
into shares of Class A Common Stock. The aggregate numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely
for the purpose of computing the percentage ownership of the Reporting Person.
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1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG 2013 GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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7,358,290 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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7,358,290 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,358,290 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.1% (3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 4,726,247 shares of Class A Common Stock and
2,632,043 shares of Class B Common Stock held of record by CapitalG 2013 LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 2,632,043 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
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1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG 2014 LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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7,579,270 (1)(2)
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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7,579,270 (1)(2)
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,579,270 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.2% (3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 3,789,635 shares of Class A Common Stock and
3,789,635 shares of Class B Common Stock held of record by CapitalG 2014 LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 3,789,635 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
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1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG 2014 GP LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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(a) ☐
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(b) ☒
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3
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SEC USE ONLY
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| |
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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7,579,270 (1)(2)
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6
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SHARED VOTING POWER
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0
|
|
7
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SOLE DISPOSITIVE POWER
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7,579,270 (1)(2)
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|
8
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SHARED DISPOSITIVE POWER
|
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0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,579,270 (1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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3.2% (3)
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 3,789,635 shares of Class A Common Stock and
3,789,635 shares of Class B Common Stock held of record by CapitalG 2014 LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 3,789,635 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
|
1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG LP
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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| |
(a) ☐
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|
(b) ☒
|
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3
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SEC USE ONLY
|
| |
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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1,941,391 (1)(2)
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6
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SHARED VOTING POWER
|
|
0
|
|
7
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SOLE DISPOSITIVE POWER
|
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1,941,391 (1)(2)
|
|
8
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SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,941,391 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.8% (3)
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 1,941,391 shares of Class A Common Stock held of
record by CapitalG LP.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form
10-Q filed with the SEC on November 6, 2024.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
CapitalG GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
1,941,391 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
1,941,391 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,941,391 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
0.8% (3)
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 1,941,391 shares of Class A Common Stock held of
record by CapitalG LP.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form
10-Q filed with the SEC on November 6, 2024.
|
1
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NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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CapitalG II LP
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
3,758,740 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
3,758,740 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,758,740 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.6% (3)
|
|
12
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TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 1,879,370 shares of Class A Common Stock and
1,879,370 shares of Class B Common Stock held of record by CapitalG II LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 1,879,370 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
CapitalG II GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
3,758,740 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
3,758,740 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,758,740 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.6% (3)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 1,879,370 shares of Class A Common Stock and
1,879,370 shares of Class B Common Stock held of record by CapitalG II LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 1,879,370 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
CapitalG IV LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
3,870,000 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
3,870,000 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,870,000 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.7% (3)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 3,870,000 shares of Class A Common Stock held of
record by CapitalG IV LP.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form
10-Q filed with the SEC on November 6, 2024.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
CapitalG IV GP LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
3,870,000 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
3,870,000 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
3,870,000 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
1.7% (3)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of 3,870,000 shares of Class A Common Stock held of
record by CapitalG IV LP.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly Report on Form
10-Q filed with the SEC on November 6, 2024.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
Alphabet Holdings LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
24,507,691 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
24,507,691 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
24,507,691 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.2% (3)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
OO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of (i) 4,726,247 shares of Class A Common Stock and
2,632,043 shares of Class B Common Stock held of record by CapitalG 2013 LP, (ii) 3,789,635 shares of Class A Common Stock and 3,789,635 shares of Class B Common Stock held of record by CapitalG 2014 LP, (iii) 1,941,391 shares of Class A Common
Stock held of record by CapitalG LP, (iv) 1,879,370 shares of Class A Common Stock and 1,879,370 shares of Class B Common Stock held of record by CapitalG II LP and (v) 3,870,000 shares of Class A Common Stock held of record by CapitalG IV LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate number of shares of Class A
Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in the Issuer’s Quarterly
Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 8,301,048 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate numbers of shares of
Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting
Person.
|
1
|
NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|
Alphabet Inc.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
| |
(a) ☐
|
|
(b) ☒
|
|
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
|
|
24,507,691 (1)(2)
|
|
6
|
SHARED VOTING POWER
|
|
0
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
24,507,691 (1)(2)
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
24,507,691 (1)(2)
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
10.2% (3)
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
|
CO
|
(1) Reflects beneficial ownership as of September 30, 2024.
(2) Consists of (i) 4,726,247 shares of Class A Common Stock and
2,632,043 shares of Class B Common Stock held of record by CapitalG 2013 LP, (ii) 3,789,635 shares of Class A Common Stock and 3,789,635 shares of Class B Common Stock held of record by CapitalG 2014 LP, (iii) 1,941,391 shares of Class A Common
Stock held of record by CapitalG LP, (iv) 1,879,370 shares of Class A Common Stock and 1,879,370 shares of Class B Common Stock held of record by CapitalG II LP and (v) 3,870,000 shares of Class A Common Stock held of record by CapitalG IV LP. 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.
(3) Based on the quotient obtained by dividing: (a) the aggregate
number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 232,984,740 shares of Class A Common Stock outstanding as of November 1, 2024, as disclosed in
the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2024 and (ii) 8,301,048 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into shares of Class A Common Stock. The aggregate
numbers of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses (a) and (b) of this footnote are treated as converted into Class A Common Stock solely for the purpose of computing the percentage
ownership of the Reporting Person.
|
Item 1.
|
(a)
|
Name of Issuer
|
|
|
|
|
|
|
|
Freshworks, Inc.
|
|
|
|
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
|
|
|
|
|
|
|
2950 S. Delaware Street, Suite 201
|
|
|
|
San Mateo, CA 94403
|
|
|
|
|
|
Item 2.
|
(a)
|
Name of Person Filing
|
|
|
|
|
|
|
|
This statement is filed by the following entities (collectively, referred to as the “Reporting Persons”):
|
|
• |
CapitalG 2013 LP, a Delaware limited partnership;
|
|
• |
CapitalG 2013 GP LLC, a Delaware limited liability company;
|
|
• |
CapitalG 2014 LP, a Delaware limited partnership;
|
|
• |
CapitalG 2014 GP LLC, a Delaware limited liability company;
|
|
• |
CapitalG LP, a Delaware limited partnership;
|
|
• |
CapitalG GP LLC, a Delaware limited liability company;
|
|
• |
CapitalG II LP, a Delaware limited partnership;
|
|
• |
CapitalG II GP LLC, a Delaware limited liability company;
|
|
• |
CapitalG IV LP, a Delaware limited partnership;
|
|
• |
CapitalG IV GP LLC, a Delaware limited liability company;
|
|
• |
Alphabet Holdings LLC, a Delaware limited liability company; and
|
|
• |
Alphabet Inc., a Delaware corporation.
|
CapitalG 2013 GP LLC, the general partner of CapitalG 2013 LP, may be deemed to have sole voting and dispositive power with respect to the shares held by
CapitalG 2013 LP.
CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, may be deemed to have sole voting and dispositive power with respect to the shares held by
CapitalG 2014 LP.
CapitalG GP LLC, the general partner of CapitalG LP, may be deemed to have sole voting and dispositive power with respect to the shares held by CapitalG
LP.
CapitalG II GP LLC, the general partner of CapitalG II LP, may be deemed to have sole voting and dispositive power with respect to the shares held by
CapitalG II LP.
CapitalG IV GP LLC, the general partner of CapitalG IV LP, may be deemed to have sole voting and dispositive power with respect to the shares held by
CapitalG IV LP.
Alphabet Holdings LLC, the managing member of CapitalG 2013 GP LLC, CapitalG 2014 GP LLC, CapitalG GP LLC, CapitalG II GP LLC, CapitalG IV GP LLC, XXVI
Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be
|
|
|
deemed to have sole voting and dispositive power with respect to the shares held by CapitalG 2013 LP, CapitalG 2014 LP, CapitalG LP, CapitalG II LP and CapitalG IV LP.
|
|
|
|
|
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
|
|
|
|
|
|
|
The address of the principal business office for each of the Reporting Persons is:
|
|
|
|
|
|
|
|
1600 Amphitheatre Parkway
|
|
|
|
Mountain View, CA 94043
|
|
|
|
|
|
|
(c)
|
Citizenship
|
|
|
|
|
|
|
|
See Row 4 of cover page for each Reporting Person.
|
|
|
|
|
|
|
(d)
|
Title of Class of Securities
|
|
|
|
|
|
|
|
Class A Common Stock, par value $0.00001 per share.
|
|
|
|
|
|
|
(e)
|
CUSIP Number
|
|
|
|
|
|
|
|
358054104
|
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
|
|
(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 the 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 5. |
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof certain of the Reporting Persons have ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following [ ].
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
|
Not applicable.
| Item 9. |
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
|
Exhibit No.
|
Exhibit
|
|
99.1
|
Joint filing Agreement by and among the Reporting Persons
|
|
99.2
|
Power of Attorney, dated August 27, 2024 (incorporated by reference from Exhibit 24 to the Form 3 filed by the Reporting Persons on August 30, 2024)
|
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.
Date: November 14, 2024
CAPITALG 2013 LP
By: CapitalG 2013 GP LLC
its General Partner
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG 2013 GP LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG 2014 LP
By: CapitalG 2014 GP LLC
its General Partner
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG 2014 GP LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG LP
By: CapitalG GP LLC
its General Partner
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG GP LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG II LP
By: CapitalG II GP LLC
its General Partner
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG II GP LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG IV LP
By: CapitalG IV GP LLC
its General Partner
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
CAPITALG IV GP LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
ALPHABET HOLDINGS LLC
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact
ALPHABET INC.
By: /s/ Barry N. Hurwitz
Name: Barry N. Hurwitz
Title: Attorney-in-fact