Srinivasagopalan Ramamurthy - Apr 1, 2022 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role: Chief Product Officer
Signature: /s/ Pamela Sergeeff, Attorney-in-fact
Stock symbol: FRSH
Transactions as of: Apr 1, 2022
Transactions value $: -$206,809
Form type: 4
Date filed: 4/4/2022, 05:14 PM
Previous filing: Feb 16, 2022
Next filing: Apr 12, 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	+11.5K		$0.00	11.5K	Apr 1, 2022	Direct
transaction	FRSH	Class A Common Stock	Tax liability	-$207K	-11.5K	-100%	$17.96	0	Apr 1, 2022	Direct	F1

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	-21.9K	-7.69%	$0.00	263K	Apr 1, 2022	Class B Common Stock	21.9K		Direct	F2, F3
transaction	FRSH	Class B Common Stock	Options Exercise	$0	+21.9K	+7.69%	$0.00	306K	Apr 1, 2022	Class A Common Stock	21.9K		Direct	F4
transaction	FRSH	Class B Common Stock	Conversion of derivative security	$0	-11.5K	-3.76%	$0.00	295K	Apr 1, 2022	Class A Common Stock	11.5K		Direct	F4

* 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 withheld by the Issuer 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	Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
F3	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 in equal quarterly installments over 48 months with a vesting commencement date of April 1, 2021, 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.
F4	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.