Sec Form 13G Filing - Accel XII L.P. ("A12") filing for - 2025-11-13

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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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox checked   Rule 13d-1(d)






SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 6,102,992 shares issuable upon conversion of Class B common stock, all of which are directly owned by A12. This total excludes 6,927,888 shares issuable upon conversion of Class B common stock because the Reporting Person is prohibited from converting its Class B Shares into Class A Shares to the extent that, following such conversion, the Reporting Person (and its attribution parties) would collectively beneficially own in excess of 9.99% of the outstanding Class A Shares (the "Conversion Restriction Agreement"). Accel XII Associates L.L.C. ("A12A"), the general partner of A12, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 6,102,992 shares issuable upon conversion of Class B common stock, all of which are directly owned by A12. This total excludes 6,927,888 shares issuable upon conversion of Class B common stock due to the Conversion Restriction Agreement. A12A, the general partner of A12, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 61,072,992 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering (including shares issued upon the full exercise by the underwriters of their option to purchase additional shares), as reported in the Issuer's prospectus on Form 424(b)(4) and filed with the Securities and Exchange Commission (the "Commission") on September 18, 2025 (the "Prospectus"), plus (ii) 6,102,992 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A12. This total excludes 6,927,888 shares issuable upon conversion of Class B common stock held by A12 due to the Conversion Restriction Agreement.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 675,644 shares issuable upon conversion of Class B common stock, all of which are directly owned by A12SP. A12A, the general partner of A12SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 675,644 shares issuable upon conversion of Class B common stock, all of which are directly owned by A12SP. A12A, the general partner of A12SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,645,644 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 675,644 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A12SP.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: An aggregate of 6,102,992 shares issuable upon conversion of Class B common stock, which are directly owned by A12 and A12SP. This total excludes an aggregate of 7,603,532 shares issuable upon conversion of Class B common stock held by A12 and A12SP due to the Conversion Restriction Agreement. A12A, the general partner of each of A12 and A12SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: An aggregate of 6,102,992 shares issuable upon conversion of Class B common stock, which are directly owned by A12 and A12SP. This total excludes an aggregate of 7,603,532 shares issuable upon conversion of Class B common stock held by A12 and A12SP due to the Conversion Restriction Agreement. A12A, the general partner of each of A12 and A12SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 61,072,992 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) an aggregate of 6,102,992 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A12 and A12SP. This total excludes an aggregate of 7,603,532 shares issuable upon conversion of Class B common stock held by A12 and A12SP due to the Conversion Restriction Agreement.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 854,747 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI14. Note to Row 6: See response to row 5. Note to Row 7: 854,747 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI14. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,824,747 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 854,747 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AI14.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 41,134 shares issuable upon conversion of Class B common stock, all of which are directly owned by A14. Accel XIV Associates L.L.C. ("A14A"), the general partner of A14, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 41,134 shares issuable upon conversion of Class B common stock, all of which are directly owned by A14. A14A, the general partner of A14, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,011,134 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 41,134 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A14.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 1,670 shares issuable upon conversion of Class B common stock, all of which are directly owned by A14SP. A14A, the general partner of A14SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 1,670 shares issuable upon conversion of Class B common stock, all of which are directly owned by A14SP. A14A, the general partner of A14SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 54,971,670 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 1,670 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A14SP.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 42,804 shares issuable upon conversion of Class B common stock, of which 41,134 are directly owned by A14 and 1,670 are directly owned by A14SP. A14A, the general partner of each of A14 and A14SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 42,804 shares issuable upon conversion of Class B common stock, of which 41,134 are directly owned by A14 and 1,670 are directly owned by A14SP. A14A, the general partner of each of A14 and A14SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,012,804 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 41,134 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A14, plus (iii) 1,670 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by A14SP.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 2,196 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI19. Note to Row 6: See response to row 5. Note to Row 7: 2,196 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI19. Note to Row 8: See response to row 7. Note to Row 11: Based on 54,972,196 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 2,196 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AI19.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 6,102,992 shares issuable upon conversion of Class B common stock, all of which are directly owned by AGF4. This total excludes 8,164,694 shares issuable upon conversion of Class B common stock due to the Conversion Restriction Agreement. Accel Growth Fund IV Associates L.L.C. ("AGF4A"), the general partner of AGF4, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 6,102,992 shares issuable upon conversion of Class B common stock, all of which are directly owned by AGF4. This total excludes 8,164,694 shares issuable upon conversion of Class B common stock due to the Conversion Restriction Agreement. AGF4A, the general partner of AGF4, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 61,072,992 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 6,102,992 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AGF4. This total excludes 8,164,694 shares issuable upon conversion of Class B common stock held by AGF4 due to the Conversion Restriction Agreement.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 81,169 shares issuable upon conversion of Class B common stock, all of which are directly owned by AGF4SP. AGF4A, the general partner of AGF4SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: 81,169 shares issuable upon conversion of Class B common stock, all of which are directly owned by AGF4SP. AGF4A, the general partner of AGF4SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,051,169 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 81,169 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AGF4SP.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: An aggregate of 6,102,992 shares issuable upon conversion of Class B common stock, which are directly owned by AGF4 and AGF4SP. This total excludes an aggregate of 8,245,863 shares issuable upon conversion of Class B common stock held by AGF4 and AGF4SP due to the Conversion Restriction Agreement. AGF4A, the general partner of each of AGF4 and AGF4SP, may be deemed to have sole power to vote these shares. Note to Row 6: See response to row 5. Note to Row 7: An aggregate of 6,102,992 shares issuable upon conversion of Class B common stock, which are directly owned by AGF4 and AGF4SP. This total excludes an aggregate of 8,245,863 shares issuable upon conversion of Class B common stock held by AGF4 and AGF4SP due to the Conversion Restriction Agreement. AGF4A, the general partner of each of AGF4 and AGF4SP, may be deemed to have sole power to dispose of these shares. Note to Row 8: See response to row 7. Note to Row 11: Based on 61,072,992 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) an aggregate of 6,102,992 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AGF4 and AGF4SP. This total excludes an aggregate of 8,245,863 shares issuable upon conversion of Class B common stock held by AGF4 and AGF4SP due to the Conversion Restriction Agreement.


SCHEDULE 13G



Comment for Type of Reporting Person:  Note to Row 5: 682,419 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI16. Note to Row 6: See response to row 5. Note to Row 7: 682,419 shares issuable upon conversion of Class B common stock, all of which are directly owned by AI16. Note to Row 8: See response to row 7. Note to Row 11: Based on 55,652,419 shares of Class A common stock, calculated as follows, (i) 54,970,000 shares of Class A common stock outstanding after the Issuer's initial public offering, as reported in the Prospectus, plus (ii) 682,419 shares of Class A common stock issuable upon conversion of shares of Class B common stock held by AI16.


SCHEDULE 13G


 
Accel XII L.P. ("A12")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XII Strategic Partners L.P. ("A12SP")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XII Associates L.L.C. ("A12A")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel Investors 2014 L.L.C. ("AI14")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XIV L.P. ("A14")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XIV Strategic Partners L.P. ("A14SP")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XIV Associates L.L.C. ("A14A")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel XIV Investors (2019) L.L.C. ("AI19")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date: 11/13/2025
 
Accel Growth Fund IV L.P. ("AGF4")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel Growth Fund IV Strategic Partners L.P. ("AGF4SP")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel Growth Fund IV Associates L.L.C. ("AGF4A")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025
 
Accel Growth Fund Investors 2016 L.L.C. ("AI16")
 
Signature:Jaspreet Singh
Name/Title:Jaspreet Singh, Attorney-in-fact
Date:11/13/2025

Comments accompanying signature:  Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
Exhibit Information

Exhibit A: Agreement of Joint Filing

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