Sameer K. Gandhi - 20 Feb 2025 Form 4 Insider Report for Freshworks Inc. (FRSH)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
24 Feb 2025, 21:54:45 UTC
Prior SEC filing
11 Feb 2025
Next SEC filing
04 Mar 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Pamela Sergeeff, Attorney-in-Fact

Key filing fact

Sameer K. Gandhi filed Form 4 for Freshworks Inc. (FRSH) on 24 Feb 2025.

Key facts

  • This page summarizes Sameer K. Gandhi's Form 4 filing for Freshworks Inc. (FRSH).
  • 8 reported transactions and 4 derivative rows are listed below.
  • Accepted by SEC: 24 Feb 2025, 21:54.

Change

  • Previous filing in this sequence was filed on 11 Feb 2025.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FRSH transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+3,050,000
Change %
Price
$0.000000
Shares after
3,050,000
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F1
FRSH transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-3,050,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F1, F2
FRSH transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+2,000,000
Change %
Price
$0.000000
Shares after
2,000,000
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F3
FRSH transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-2,000,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F3, F4
FRSH transaction

Class A Common Stock

Other

Transaction value
$0
Shares
+34,273
Change %
+8.3%
Price
$0.000000
Shares after
446,395
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F5, F6
FRSH transaction

Class A Common Stock

Other

Transaction value
$0
Shares
+60,463
Change %
+13%
Price
$0.000000
Shares after
526,084
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F5, F7
FRSH holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
3,112,212
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F8
FRSH holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
128,846
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F9
FRSH holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
185,733
Date
20 Feb 2025
Ownership
See footnotes
Footnotes
F10
FRSH holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
47,279
Date
20 Feb 2025
Ownership
Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FRSH transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-3,050,000
Change %
-100%
Price
$0.000000
Shares after
0
Date
20 Feb 2025
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
3,050,000
Exercise price
Footnotes
F1, F11
FRSH transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-2,000,000
Change %
-24%
Price
$0.000000
Shares after
6,250,000
Date
20 Feb 2025
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
2,000,000
Exercise price
Footnotes
F3, F11
FRSH holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
3,660,560
Date
20 Feb 2025
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
3,660,560
Exercise price
Footnotes
F11, F12
FRSH holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
3,758,740
Date
20 Feb 2025
Ownership
See footnotes
Underlying class
Class A Common Stock
Underlying amount
3,758,740
Exercise price
Footnotes
F11, F13
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 13 footnotes

Footnote 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.

Footnote F2

On February 20, 2025, AIN3M distributed, for no consideration, 3,050,000 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.

Footnote 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.

Footnote F4

On February 20, 2025, 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.

Footnote F5

Reflects shares distributed in the distributions reported herein in each case to the limited partners or members of the applicable entity for no consideration, representing each limited partner's or member'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.

Footnote F6

These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Footnote F7

These shares are held by Potomac Investments L.P. - Fund 1. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Footnote F8

The shares are held by Accel Leaders 3 L.P. Accel Leaders 3 GP Associates L.L.C. ("AL3A") is the general partner of the general partner of Accel Leaders 3 L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

Footnote F9

The shares are held by Accel Leaders 3 Entrepreneurs L.P. AL3A is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

Footnote F10

The shares are held by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein.

Footnote F11

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.

Footnote F12

Shares held by Accel Leaders Holdings (Mauritius) Ltd. (ALM). ALM is owned by Accel Leaders Fund L.P. (ALF), and Accel Leaders Fund Investors 2016 L.L.C. Accel Leaders Fund Associates L.L.C. is the general partner of ALF. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of ALM and collectively make investment and voting decisions with respect to the shares held by ALM.

Footnote F13

Shares held by Accel Leaders II Holdings (Mauritius) Ltd. (AL2M). AL2M is owned by Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund II Strategic Partners L.P. (ALF2SP) and Accel Leaders Fund II Investors (2019) L.L.C. Accel Leaders Fund II Associates L.L.C. is the general partner of ALF2 and ALF2SP. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AL2M and collectively make investment and voting decisions with respect to the shares held by AL2M.

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