CapitalG 2014 LP - Sep 21, 2021 Form 3 Insider Report for Freshworks Inc. (FRSH)

Role: 10%+ Owner
Signature: /s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 LP
Stock symbol: FRSH
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 07:45 PM
Previous filing: Aug 2, 2021
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	58.8K		See footnotes	F1, F2, F3, F4
holding	FRSH	Series D Preferred Stock							Sep 21, 2021	Class B Common Stock	6.39M		See footnotes	F2, F3, F5, F6
holding	FRSH	Series E Preferred Stock							Sep 21, 2021	Class B Common Stock	6.21M		See footnotes	F2, F3, F4, F7
holding	FRSH	Series G Preferred Stock							Sep 21, 2021	Class B Common Stock	1.1M		See footnotes	F2, F3, F8, F9
holding	FRSH	Series H Preferred Stock							Sep 21, 2021	Class B Common Stock	3.76M		See footnotes	F2, F3, F10, F11
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	1.03M		See footnotes	F2, F3, F6
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	1.31M		See footnotes	F2, F3, F4
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	899K		See footnotes	F2, F3, F9

* 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 CapitalG 2014 LP, CapitalG 2013 LP, CapitalG II LP, CapitalG LP, CapitalG 2014 GP LLC, CapitalG 2013 GP LLC, CapitalG GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F4	Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.
F5	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.
F6	Shares held by CapitalG 2013 LP. CapitalG 2013 GP LLC, the general partner of CapitalG 2013 LP, Alphabet Holdings LLC, the managing member of CapitalG 2013 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2013 LP.
F7	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.
F8	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.
F9	Shares held by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG LP.
F10	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.
F11	Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.