Peak XV Partners V Ltd. - Mar 11, 2022 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role
10%+ Owner
Signature
By: /s/ Jung Yeon Son, by power of attorney for Sequoia Capital India V Ltd.
Stock symbol
FRSH
Transactions as of
Mar 11, 2022
Transactions value $
$94,772,531
Form type
4
Date filed
3/15/2022, 08:38 PM
Previous filing
Sep 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRSH Class A Common Stock Purchase $21.1M +1.22M $17.29 1.22M Mar 11, 2022 SCI Growth Investments III-1 F1, F10
transaction FRSH Class A Common Stock Purchase $23.4M +1.36M $17.29 1.36M Mar 11, 2022 SCGGF III - Endurance Partners LP F1, F7, F8
transaction FRSH Class A Common Stock Purchase $2.15M +120K +9.81% $17.92 1.34M Mar 11, 2022 SCI Growth Investments III-1 F2, F10
transaction FRSH Class A Common Stock Purchase $2.38M +133K +9.81% $17.92 1.49M Mar 11, 2022 SCGGF III - Endurance Partners LP F2, F7, F8
transaction FRSH Class A Common Stock Purchase $6.96M +411K +30.64% $16.95 1.75M Mar 14, 2022 SCI Growth Investments III-1 F3, F10
transaction FRSH Class A Common Stock Purchase $7.73M +456K +30.64% $16.95 1.95M Mar 14, 2022 SCGGF III - Endurance Partners LP F3, F7, F8
transaction FRSH Class A Common Stock Purchase $3.34M +189K +10.78% $17.71 1.94M Mar 14, 2022 SCI Growth Investments III-1 F4, F10
transaction FRSH Class A Common Stock Purchase $3.71M +210K +10.78% $17.71 2.15M Mar 14, 2022 SCGGF III - Endurance Partners LP F4, F7, F8
transaction FRSH Class A Common Stock Purchase $11.3M +657K +33.9% $17.25 2.6M Mar 15, 2022 SCI Growth Investments III-1 F5, F10
transaction FRSH Class A Common Stock Purchase $12.6M +731K +33.91% $17.25 2.89M Mar 15, 2022 SCGGF III - Endurance Partners LP F5, F7, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding FRSH Class B Common Stock 12M Mar 11, 2022 Class A Common Stock 12M SCI Investments V F6, F9
holding FRSH Class B Common Stock 18.6M Mar 11, 2022 Class A Common Stock 18.6M Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.8500 to $17.8400. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
F2 The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.8500 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
F3 The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.4600 to $17.4500. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
F4 The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.4600 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
F5 The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.5600 to $17.5000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
F6 All shares of Preferred Stock, par value $0.00001 per share, have no expiration date and automatically converted into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. 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.
F7 SC US (TTGP), Ltd. is the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"). The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, each of SC US (TTGP), Ltd., SCGGF III - Endurance Partners Management, L.P., Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III.
F8 (Continued from Footnote 7) Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd. and SCGGF III - Endurance Partners Management, L.P. disclaims beneficial ownership of the shares held by GGF III, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F9 Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd are the sole shareholders of SCI Investments V. Voting and investment discretion with respect to the shares held by SCI Investments V is exercised by the board of directors of SCI Investments V. Each of Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd disclaims beneficial ownership of the shares held by SCI Investments V, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F10 Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. are the sole shareholders of SCI Growth Investments III-1. Voting and investment discretion with respect to the shares held by SCI Growth Investments III-1 is exercised by the board of directors of SCI Growth Investments III-1. Each of Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. disclaims beneficial ownership of the shares held by SCI Growth Investments III-1, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.