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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Figma, Inc. (Name of Issuer) |
CLASS A COMMON STOCK, PAR VALUE $0.00001 (Title of Class of Securities) |
316841105 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VII, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,002,478.00 | ||||||||
| 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)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VII-B, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,495,855.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VII GP, L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,498,333.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. ICONIQ Strategic Partners VII GP, L.P. is the general partner of ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. and may be deemed to beneficially own the shares held by such funds. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICONIQ Strategic Partners VII TT GP, Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,498,333.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. ICONIQ Strategic Partners VII GP, L.P. is the general partner of ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. and may be deemed to beneficially own the shares held by such funds. ICONIQ Strategic Partners VII TT GP, Ltd. is the general partner of ICONIQ Strategic Partners GP, L.P. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICQ INVESTMENTS, LP (SERIES IX) | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,240,145.00 | ||||||||
| 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)
3.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICQ INVESTMENTS, LP (SERIES XXII) | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,639,570.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
ICQ MANAGEMENT, 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
17,879,715.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICQ Investments, LP (Series IX) and ICQ Investments, LP (Series XXII). ICQ Management, LLC is the general partner of ICQ Investments, LP (Series IX) and ICQ Investments, LP (Series XXII) and may be deemed to beneficially own the shares held by such funds. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
Divesh Makan | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,378,048.00 | ||||||||
| 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)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICONIQ Strategic Partners VII, L.P., ICONIQ Strategic Partners VII-B, L.P., ICQ Investments, LP (Series IX) and ICQ Investments, LP (Series XXII). ICQ Management, LLC is the general partner of ICQ Investments, LP (Series IX) and ICQ Investments, LP (Series XXII) and may be deemed to beneficially own the shares held by such funds. ICONIQ Strategic Partners VII GP, L.P. is the general partner of ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. and may be deemed to beneficially own the shares held by such funds. ICONIQ Strategic Partners VII TT GP, Ltd. is the general partner of ICONIQ Strategic Partners GP, L.P. Divesh Makan is the sole managing member of ICQ Management, LLC. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VII TT GP, Ltd. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
William J.G. Griffith | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,498,333.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. ICONIQ Strategic Partners VII GP, L.P. is the general partner of ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. and may be deemed to beneficially own the shares held by such funds. ICONIQ Strategic Partners VII TT GP, Ltd. is the general partner of ICONIQ Strategic Partners GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VII TT GP, Ltd. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
Matthew Jacobson | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,498,333.00 | ||||||||
| 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)
0.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported share amounts represent shares of Class A Common Stock held by ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. ICONIQ Strategic Partners VII GP, L.P. is the general partner of ICONIQ Strategic Partners VII, L.P. and ICONIQ Strategic Partners VII-B, L.P. and may be deemed to beneficially own the shares held by such funds. ICONIQ Strategic Partners VII TT GP, Ltd. is the general partner of ICONIQ Strategic Partners GP, L.P. Divesh Makan, William J.G. Griffith and Matthew Jacobson are the sole equity holders of ICONIQ Strategic Partners VII TT GP, Ltd. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Figma, Inc. | |
| (b) | Address of issuer's principal executive offices:
760 Market Street, Floor 10, San Francisco, CA 94102 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) ICONIQ Strategic Partners VII, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VII"). (ii) ICONIQ Strategic Partners VII-B, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VII-B" and together with ICONIQ VII, the "ICONIQ VII Funds"). (iii) ICONIQ Strategic Partners VII GP, L.P., a Cayman Islands exempted limited partnership ("ICONIQ VII GP"), the sole general partner of the ICONIQ VII Funds. (iv) ICONIQ Strategic Partners VII TT GP, Ltd., a Cayman Islands exempted company ("ICONIQ VII Parent GP"), the sole general partner of ICONIQ VII GP. (v) ICQ Investments, LP (Series IX), a Delaware limited partnership ("ICQ IX"). (vi) ICQ Investments, LP (Series XXII), a Delaware limited partnership ("ICQ XXII" and together with ICQ IX, the "ICQ Funds"). (vii) ICQ Management, LLC, a Delaware limited liability company ("ICQ Management"), the sole general partner of the ICQ Funds. (viii) Divesh Makan, a citizen of the United States ("Makan"), the sole managing member of ICQ Management. (ix) William J.G. Griffith, a citizen of the United States ("Griffith"). (x) Matthew Jacobson, a citizen of the United States ("Jacobson"), together with Makan and Griffith, are the sole equity holders of ICONIQ VII Parent GP. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale St., Ste. 2300, San Francisco, CA 94105. | |
| (c) | Citizenship:
See Item 2(a) above. | |
| (d) | Title of class of securities:
CLASS A COMMON STOCK, PAR VALUE $0.00001 | |
| (e) | CUSIP No.:
316841105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) ICONIQ VII directly owns 1,002,478 shares of Class A Common Stock, which represents approximately 0.2% of the outstanding Class A Common Stock. (ii) ICONIQ VII-B directly owns 2,495,855 shares of Class A Common Stock, which represents approximately 0.6% of the outstanding Class A Common Stock. (iii) ICONIQ VII GP may be deemed to beneficially own an aggregate of 3,498,333 shares of Class A Common Stock held by the ICONIQ VII Funds, which represents approximately 0.9% of the outstanding Class A Common Stock. (iv) ICONIQ VII Parent GP may be deemed to beneficially own an aggregate of 3,498,333 shares of Class A Common Stock held by the ICONIQ VII Funds, which represents approximately 0.9% of the outstanding Class A Common Stock. (v) ICQ IX directly owns 14,240,145 shares of Class A Common Stock, which represents approximately 3.5% of the outstanding Class A Common Stock. (vi) ICQ XXII directly owns 3,639,570 shares of Class A Common Stock, which represents approximately 0.9% of the outstanding Class A Common Stock. (vii) ICQ Management may be deemed to beneficially own 17,879,715 shares of Class A Common Stock held by the ICQ Funds, which represents approximately 4.4% of the outstanding Class A Common Stock. (viii) Makan may be deemed to beneficially own an aggregate of 21,378,048 shares of Class A Common Stock held by the ICONIQ VII Funds and the ICQ Funds, which represents approximately 5.2% of the outstanding Class A Common Stock. (ix) Griffith may be deemed to beneficially own an aggregate of 3,498,333 shares of Class A Common Stock held by the ICONIQ VII Funds, which represents approximately 0.9% of the outstanding Class A Common Stock. (x) Jacobson may be deemed to beneficially own an aggregate of 3,498,333 shares of Class A Common Stock held by the ICONIQ VII Funds, which represents approximately 0.9% of the outstanding Class A Common Stock. | |
| (b) | Percent of class:
See Item 4(a) above. The percent of class is based upon 410,091,963 shares of Class A Common Stock outstanding as of August 29, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 3, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
ICONIQ VII: 1,002,478 shares of Class A Common Stock ICONIQ VII-B: 2,495,855 shares of Class A Common Stock ICONIQ VII GP: 3,498,333 shares of Class A Common Stock ICONIQ VII Parent GP: 3,498,333 shares of Class A Common Stock ICQ IX: 14,240,145 shares of Class A Common Stock ICQ XXII: 3,639,570 shares of Class A Common Stock ICQ Management: 17,879,715 shares of Class A Common Stock Makan: 21,378,048 shares of Class A Common Stock Griffith: 3,498,333 shares of Class A Common Stock Jacobson: 3,498,333 shares of Class A Common Stock | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
ICONIQ VII: 1,002,478 shares of Class A Common Stock ICONIQ VII-B: 2,495,855 shares of Class A Common Stock ICONIQ VII GP: 3,498,333 shares of Class A Common Stock ICONIQ VII Parent GP: 3,498,333 shares of Class A Common Stock ICQ IX: 14,240,145 shares of Class A Common Stock ICQ XXII: 3,639,570 shares of Class A Common Stock ICQ Management: 17,879,715 shares of Class A Common Stock Makan: 21,378,048 shares of Class A Common Stock Griffith: 3,498,333 shares of Class A Common Stock Jacobson: 3,498,333 shares of Class A Common Stock | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b)(1). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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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