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

Role: Chief Executive Officer, Director
Signature: /s/ Pamela Sergeeff, Attorney-in-fact
Stock symbol: FRSH
Transactions as of: Nov 4, 2021
Transactions value $: -$47,206,242
Form type: 4
Date filed: 11/8/2021, 08:32 PM
Previous filing: Sep 21, 2021
Next filing: Feb 16, 2022

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	+1.23M		$0.00	1.23M	Nov 5, 2021	Direct
transaction	FRSH	Class A Common Stock	Sale	-$47.2M	-1.23M	-100%	$38.35	0	Nov 5, 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	-2.02M	-100%	$0.00^*	0	Nov 4, 2021	Class B Common Stock	2.02M		Direct	F3, F4
transaction	FRSH	Performance Rights	Options Exercise	$0	-62.4K	-37.5%	$0.00	104K	Nov 4, 2021	Class B Common Stock	62.4K		Direct	F5
transaction	FRSH	Restricted Stock Units	Options Exercise	$0	-338K	-25%	$0.00	1.01M	Nov 4, 2021	Class B Common Stock	338K		Direct	F3, F6
transaction	FRSH	Class B Common Stock	Options Exercise	$0	+2.42M	+17.02%	$0.00	16.7M	Nov 4, 2021	Class A Common Stock	2.42M		Direct	F7, F8
transaction	FRSH	Class B Common Stock	Conversion of derivative security	$0	-1.23M	-7.39%	$0.00	15.4M	Nov 5, 2021	Class A Common Stock	1.23M		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.