Zachary Nelson - 01 Apr 2023 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role
Director
Signature
/s/ Pamela Sergeeff, Attorney-in-fact
Issuer symbol
FRSH
Transactions as of
01 Apr 2023
Net transactions value
-$127,338
Form type
4
Filing time
04 Apr 2023, 19:05:48 UTC
Previous filing
03 Mar 2023
Next filing
02 May 2023
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 Award $0 +724 +4.7% $0.000000 16,230 01 Apr 2023 Direct F1
transaction FRSH Class A Common Stock Conversion of derivative security $0 +8,433 +52% $0.000000 24,663 03 Apr 2023 Direct
transaction FRSH Class A Common Stock Sale $127,338 -8,433 -34% $15.10 16,230 03 Apr 2023 Direct F2, F3

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 -9,370 -3.3% $0.000000 271,880 01 Apr 2023 Class B Common Stock 9,370 Direct F4, F5
transaction FRSH Class B Common Stock Options Exercise $0 +9,370 +25% $0.000000 47,346 01 Apr 2023 Class A Common Stock 9,370 Direct F6
transaction FRSH Class B Common Stock Conversion of derivative security $0 -8,433 -18% $0.000000 38,913 03 Apr 2023 Class A Common Stock 8,433 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 first quarter of 2023. 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 March 31, 2023.
F2 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted December 16, 2022.
F3 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.82 to $15.27 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
F4 Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
F5 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 September 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.
F6 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.