Accel Growth FII (Mauritius) Ltd. - Sep 24, 2021 Form 4 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 24, 2021
Transactions value $
$0
Form type
4
Date filed
9/24/2021, 04:41 PM
Previous filing
Sep 21, 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
transaction FRSH Series A Preferred Stock Conversion of derivative security $0 -78.3K -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 78.3K Direct F1, F2, F3
transaction FRSH Series A Preferred Stock Conversion of derivative security $0 -12.7M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 12.7M See footnotes F1, F2, F4
transaction FRSH Series B Preferred Stock Conversion of derivative security $0 -9.93M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 9.93M See footnotes F1, F2, F4
transaction FRSH Series C Preferred Stock Conversion of derivative security $0 -6.34M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 6.34M See footnotes F1, F2, F4
transaction FRSH Series D Preferred Stock Conversion of derivative security $0 -4.26M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 4.26M Direct F1, F2, F3
transaction FRSH Series D Preferred Stock Conversion of derivative security $0 -2.31M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 2.31M See footnotes F1, F2, F4
transaction FRSH Series E Preferred Stock Conversion of derivative security $0 -5.68M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 5.68M Direct F1, F2, F3
transaction FRSH Series F Preferred Stock Conversion of derivative security $0 -3.56M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 3.56M Direct F1, F2, F3
transaction FRSH Series G Preferred Stock Conversion of derivative security $0 -2.01M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 2.01M Direct F1, F2, F3
transaction FRSH Series G Preferred Stock Conversion of derivative security $0 -2.01M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 2.01M See footnotes F1, F2, F5
transaction FRSH Series H Preferred Stock Conversion of derivative security $0 -3.76M -100% $0.00* 0 Sep 24, 2021 Class B Common Stock 3.76M See footnotes F1, F2, F6
transaction FRSH Class B Common Stock Conversion of derivative security $0 +15.6M +204.66% $0.00 23.2M Sep 24, 2021 Class A Common Stock 15.6M Direct F2, F3, F7
transaction FRSH Class B Common Stock Conversion of derivative security $0 +31.3M +1727.76% $0.00 33.1M Sep 24, 2021 Class A Common Stock 31.3M See footnotes F2, F4, F7
transaction FRSH Class B Common Stock Conversion of derivative security $0 +2.01M +122.22% $0.00 3.66M Sep 24, 2021 Class A Common Stock 2.01M See footnotes F2, F5, F7
transaction FRSH Class B Common Stock Conversion of derivative security $0 +3.76M $0.00 3.76M Sep 24, 2021 Class A Common Stock 3.76M See footnotes F2, F6, F7
holding FRSH Class B Common Stock 665K Sep 24, 2021 Class A Common Stock 665K See footnotes F2, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (IPO).
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.