Tyler Sloat - May 13, 2023 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role: Chief Financial Officer
Signature: /s/ Jessica Kapustiak, Attorney-in-fact
Stock symbol: FRSH
Transactions as of: May 13, 2023
Transactions value $: -$327,740
Form type: 4
Date filed: 5/16/2023, 06:19 PM
Previous filing: May 2, 2023
Next filing: Jun 13, 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	+23.2K	+3.94%	$0.00	613K	May 13, 2023	Direct
transaction	FRSH	Class A Common Stock	Tax liability	-$328K	-23.2K	-3.78%	$14.10	592K	May 13, 2023	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	-46.9K	-8.33%	$0.00	516K	May 13, 2023	Class B Common Stock	46.9K		Direct	F3, F4
transaction	FRSH	Class B Common Stock	Options Exercise	$0	+46.9K	+5.99%	$0.00	829K	May 13, 2023	Class A Common Stock	46.9K		Direct	F5
transaction	FRSH	Class B Common Stock	Conversion of derivative security	$0	-23.2K	-2.8%	$0.00	806K	May 13, 2023	Class A Common Stock	23.2K		Direct	F5

* 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 settlement of Restricted Stock Units.
F2	Includes 1,792 shares of Class A common stock purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period from November 16, 2022 through May 15, 2023. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's Class A common stock on May 15, 2023.
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 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 April 13, 2020, and the remaining shares will vest in equal monthly installments 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	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.