Rathnagirish Mathrubootham - 04 Nov 2021 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role
Chief Executive Officer, Director
Signature
/s/ Pamela Sergeeff, Attorney-in-fact
Issuer symbol
FRSH
Transactions as of
04 Nov 2021
Net transactions value
-$47,206,242
Form type
4
Filing time
08 Nov 2021, 20:32:54 UTC
Previous filing
08 Nov 2021
Next filing
16 Feb 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRSH Class A Common Stock Conversion of derivative security $0 +1,230,932 $0.000000 1,230,932 05 Nov 2021 Direct
transaction FRSH Class A Common Stock Sale $47,206,242 -1,230,932 -100% $38.35 0 05 Nov 2021 Direct F1, F2

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 Restricted Stock Units Options Exercise $0 -2,022,750 -100% $0.000000* 0 04 Nov 2021 Class B Common Stock 2,022,750 Direct F3, F4
transaction FRSH Performance Rights Options Exercise $0 -62,400 -38% $0.000000 103,990 04 Nov 2021 Class B Common Stock 62,400 Direct F5
transaction FRSH Restricted Stock Units Options Exercise $0 -337,500 -25% $0.000000 1,012,500 04 Nov 2021 Class B Common Stock 337,500 Direct F3, F6
transaction FRSH Class B Common Stock Options Exercise $0 +2,422,650 +17% $0.000000 16,659,220 04 Nov 2021 Class A Common Stock 2,422,650 Direct F7, F8
transaction FRSH Class B Common Stock Conversion of derivative security $0 -1,230,932 -7.4% $0.000000 15,428,288 05 Nov 2021 Class A Common Stock 1,230,932 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the number of shares sold by the Reporting Person to satisfy the tax withholding obligation in connection with the vesting of Restricted Stock Units previously reported on a Form 3 filed on September 21, 2021, and does not represent a discretionary sale by the Reporting Person.
F2 The reported price in Column 4 is the price applied to the Reporting Person's account by the broker and represents a weighted average sale price for a block sale.
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 (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/4th of the shares subject to the RSU 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.
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 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.
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: 1/4th 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.
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, and has no expiration date.
F8 The shares of Class B common stock being issued represent vested Restricted Stock Units that are settled in connection with a partial early release from certain lock-up provisions. The remaining vested Restricted Stock Units will not be settled until the remaining lock-up provisions expire.