Rathnagirish Mathrubootham - Sep 21, 2021 Form 3 Insider Report for Freshworks Inc. (FRSH)

Role
Chief Executive Officer, Director
Signature
/s/ Pamela Sergeeff, Attorney-in-fact
Stock symbol
FRSH
Transactions as of
Sep 21, 2021
Transactions value $
$0
Form type
3
Date filed
9/21/2021, 07:08 PM
Next filing
Nov 8, 2021

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 Restricted Stock Units Sep 21, 2021 Class B Common Stock 2.02M $0.00 Direct F1, F2, F3
holding FRSH Performance Rights Sep 21, 2021 Class B Common Stock 166K $0.00 Direct F2, F3, F4
holding FRSH Restricted Stock Units Sep 21, 2021 Class B Common Stock 1.35M $0.00 Direct F2, F3, F5
holding FRSH Restricted Stock Units Sep 21, 2021 Class B Common Stock 3M $0.00 Direct F2, F3, F6
holding FRSH Performance Rights Sep 21, 2021 Class B Common Stock 6M $0.00 Direct F2, F3, F7
holding FRSH Class B Common Stock Sep 21, 2021 Class A Common Stock 13.2M $0.00 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 1/4th of the shares subject to the restricted stock unit vest on the first anniversary of June 30, 2016, and the remaining shares will vest in equal installments every six months thereafter over 36 months, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan) and the occurrence of either (1) an IPO or (2) a Sale Event (each as defined in the Issuer's 2011 Stock Plan), in each case, within 10 years following the grant date.
F2 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.
F3 Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
F4 The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 1/4th of the shares subject to the restricted stock unit vest on the first anniversary of December 31, 2019, and the remaining shares will vest in equal installments every six months thereafter over 36 months, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan) and the occurrence of either (1) an IPO or (2) a Sale Event (each as defined in the Issuer's 2011 Stock Plan), in each case, within 10 years following the grant date.
F5 The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 1/4th of the shares subject to the restricted stock unit vest on the first anniversary of July 1, 2020, and the remaining shares will vest in equal installments every six months thereafter over 36 months, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan) and the occurrence of either (1) an IPO or (2) a Sale Event (each as defined in the Issuer's 2011 Stock Plan), in each case, within 10 years following the grant date.
F6 The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 1/16th of the shares subject to the restricted stock unit vest in equal three month installments over 48 months, commencing November 1, 2021, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan)
F7 Each performance right represents a contingent right to receive one share of Class B common stock. The performance rights award is divided into five equal tranches that may be earned over a period of approximately seven years, subject to both (1) Reporting Person's continued service with the Company through the dates specified and (2) the Company's achievement of a specified price per share.
F8 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.