Johanna Flower - Jan 2, 2023 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role: Director
Signature: /s/ Pamela Sergeeff, Attorney-in-fact
Stock symbol: FRSH
Transactions as of: Jan 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2023, 06:43 PM
Previous filing: Dec 13, 2022
Next filing: Jan 10, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FRSH	Class A Common Stock	Award	$0	+654	+3.88%	$0.00	17.5K	Jan 2, 2023	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	-7.82K	-6.67%	$0.00	109K	Jan 2, 2023	Class B Common Stock	7.82K		Direct	F2, F3
transaction	FRSH	Restricted Stock Units	Options Exercise	$0	-1.56K	-3.03%	$0.00	50K	Jan 2, 2023	Class B Common Stock	1.56K		Direct	F2, F4
transaction	FRSH	Class B Common Stock	Options Exercise	$0	+9.38K	+9.05%	$0.00	113K	Jan 2, 2023	Class A Common Stock	9.38K		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Represents the grant of fully-vested restricted stock that the Reporting Person elected to receive in lieu of cash compensation under the Issuer's Non-Employee Director Compensation Policy. Grant reflects director compensation for the fourth quarter of 2022. The number of shares received in lieu of cash was calculated based on the closing price of a share of Class A Common Stock on December 30, 2022.
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 (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/48th of the shares subject to the RSU will vest in equal monthly installments over 48 months following March 2, 2020, 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	The shares of Class B Common Stock are to be acquired upon the vesting of a RSU award granted to the Reporting Person. The RSUs shall vest as follows: 1/48th of the shares subject to the RSU will vest in equal monthly installments over 48 months following September 2, 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.
F5	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.