Accel India III (Mauritius) Ltd. - Nov 21, 2024 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role: 10%+ Owner
Signature: /s/ Ryan Connor, as a Director of Accel India III (Mauritius) Ltd
Stock symbol: FRSH
Transactions as of: Nov 21, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/25/2024, 04:15 PM
Previous filing: Nov 12, 2024

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	+2M		$0.00	2M	Nov 21, 2024	Direct	F1
transaction	FRSH	Class A Common Stock	Other	$0	-2M	-100%	$0.00	0	Nov 21, 2024	Direct	F1, F2
transaction	FRSH	Class A Common Stock	Conversion of derivative security	$0	+2M		$0.00	2M	Nov 21, 2024	Direct	F3
transaction	FRSH	Class A Common Stock	Other	$0	-2M	-100%	$0.00	0	Nov 21, 2024	Direct	F3, F4
transaction	FRSH	Class A Common Stock	Conversion of derivative security	$0	+665K		$0.00	665K	Nov 21, 2024	Direct	F5
transaction	FRSH	Class A Common Stock	Other	$0	-665K	-100%	$0.00	0	Nov 21, 2024	Direct	F5, F6

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	-2M	-39.6%	$0.00	3.05M	Nov 21, 2024	Class A Common Stock	2M		Direct	F1, F7
transaction	FRSH	Class B Common Stock	Conversion of derivative security	$0	-2M	-19.51%	$0.00	8.25M	Nov 21, 2024	Class A Common Stock	2M		Direct	F3, F7
transaction	FRSH	Class B Common Stock	Conversion of derivative security	$0	-665K	-100%	$0.00	0	Nov 21, 2024	Class A Common Stock	665K		Direct	F5, F7

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

Accel India III (Mauritius) Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which is owned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India III Associates L.P., which is the general partner of AIN3. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M.
F2	On November 21, 2024, AIN3M distributed, for no consideration, 2,000,000 shares of Class A common stock of the Issuer (the "AIN3M Shares") to its partners and representing each such partner's pro rata interest in such AIN3M 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.
F3	Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd., which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors 2013 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to the shares held by AGF2M.
F4	On November 21, 2024, AGF2M distributed, for no consideration, 2,000,000 shares of Class A common stock of the Issuer (the "AGF2M Shares") to its partners and representing each such partner's pro rata interest in such AGF2M 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.
F5	Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India IV Holdings (Mauritius) Ltd., which is owned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel India IV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M.
F6	On November 21, 2024, AIN4M distributed, for no consideration, 665,040 shares of Class A common stock of the Issuer (the "AIN4M Shares") to its partners and representing each such partner's pro rata interest in such AIN4M 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.
F7	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.