Accel Growth FII (Mauritius) Ltd. - Sep 21, 2021 Form 3 Insider Report for Freshworks Inc. (FRSH)

Role: 10%+ Owner
Signature: /s/ Tracy L. Sedlock, as a Director of Accel Growth FII (Mauritius) Ltd
Stock symbol: FRSH
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 07:15 PM
Next filing: Sep 24, 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	Series A Preferred Stock							Sep 21, 2021	Class B Common Stock	78.3K		Direct	F1, F2, F3, F4
holding	FRSH	Series A Preferred Stock							Sep 21, 2021	Class B Common Stock	12.7M		See footnotes	F1, F2, F3, F5
holding	FRSH	Series B Preferred Stock							Sep 21, 2021	Class B Common Stock	9.93M		See footnotes	F2, F3, F5, F6
holding	FRSH	Series C Preferred Stock							Sep 21, 2021	Class B Common Stock	6.34M		See footnotes	F2, F3, F5, F7
holding	FRSH	Series D Preferred Stock							Sep 21, 2021	Class B Common Stock	4.26M		Direct	F2, F3, F4, F8
holding	FRSH	Series D Preferred Stock							Sep 21, 2021	Class B Common Stock	2.31M		See footnotes	F2, F3, F5, F8
holding	FRSH	Series E Preferred Stock							Sep 21, 2021	Class B Common Stock	5.68M		Direct	F2, F3, F4, F9
holding	FRSH	Series F Preferred Stock							Sep 21, 2021	Class B Common Stock	3.56M		Direct	F2, F3, F4, F10
holding	FRSH	Series G Preferred Stock							Sep 21, 2021	Class B Common Stock	2.01M		Direct	F2, F3, F4, F11
holding	FRSH	Series G Preferred Stock							Sep 21, 2021	Class B Common Stock	2.01M		See footnotes	F2, F3, F11, F12
holding	FRSH	Series H Preferred Stock							Sep 21, 2021	Class B Common Stock	3.76M		See footnotes	F2, F3, F13, F14
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	7.62M		Direct	F2, F3, F4
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	1.81M		See footnotes	F2, F3, F5
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	665K		See footnotes	F2, F3, F15
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	1.65M		See footnotes	F2, F3, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	All shares of Series A Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
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 of Accel Growth FII (Mauritius) Ltd, Accel India III (Mauritius) Ltd, Accel India IV (Mauritius) Limited, Accel Leaders Holdings (Mauritius) Ltd, Accel Leaders II Holdings (Mauritius) Ltd. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F4	Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd., which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors 2012 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to the shares held by AGF2M.
F5	Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which is owned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India III Associates L.P., which is the general partner of AIN3. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M.
F6	All shares of Series B Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F7	All shares of Series C Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F8	All shares of Series D Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F9	All shares of Series E Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F10	All shares of Series F Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F11	All shares of Series G Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F12	Shares held by Accel Leaders Holdings (Mauritius) Ltd. (ALM). ALM is owned by Accel Leaders Fund L.P. (ALF), and Accel Leaders Fund Investors 2016 L.L.C. Accel Leaders Fund Associates L.L.C. is the general partner of ALF. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of ALM and collectively make investment and voting decisions with respect to the shares held by ALM.
F13	All shares of Series H Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
F14	Shares held by Accel Leaders II Holdings (Mauritius) Ltd. (AL2M). AL2M is owned by Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund II Strategic Partners L.P. (ALF2SP) and Accel Leaders Fund II Investors (2019) L.L.C. Accel Leaders Fund II Associates L.L.C. is the general partner of ALF2 and ALF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AL2M and collectively make investment and voting decisions with respect to the shares held by AL2M.
F15	Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India Holdings IV (Mauritius) Ltd., which is owned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel India IV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M.