Accel India III (Mauritius) Ltd. - Aug 8, 2022 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role: 10%+ Owner
Signature: /s/ Tracy L. Sedlock, as a Director of Accel India III (Mauritius) Ltd
Stock symbol: FRSH
Transactions as of: Aug 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/10/2022, 05:52 PM
Previous filing: Aug 5, 2022
Next filing: Feb 16, 2023

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	+1.5M		$0.00	1.5M	Aug 8, 2022	Direct
transaction	FRSH	Class A Common Stock	Other	$0	-1.5M	-100%	$0.00^*	0	Aug 8, 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	Class B Common Stock	Conversion of derivative security	$0	-1.5M	-5%	$0.00	28.5M	Aug 8, 2022	Class A Common Stock	1.5M		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On August 8, 2022, the Reporting Person distributed, for no consideration, 1,500,000 shares of Class A common stock of the Issuer (the "Shares") to its partners and representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
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.

Content

On August 8, 2022, the Reporting Person distributed, for no consideration, 1,500,000 shares of Class A common stock of the Issuer (the "Shares") to its partners and representing each such partner's pro rata interest in such Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.

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.