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Filing Details

Accession Number:: 0001209191-21-063515
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-08 21:32:54
Reporting Period:: 2021-11-04

Accepted Time:: 2021-11-08 21:32:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1544522	Freshworks Inc.	FRSH	Services-Prepackaged Software (7372)	331218825

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1872299	Rathnagirish Mathrubootham	C/O Freshworks Inc. 2950 S Delaware Street, Suite 201 San Mateo CA 94403	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-11-05	1,230,932	$0.00	1,230,932	No	4	C	Direct
Class A Common Stock	Disposition	2021-11-05	1,230,932	$38.35	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Restricted Stock Units	Disposition	2021-11-04	2,022,750	$0.00	2,022,750	$0.00
Class B Common Stock	Performance Rights	Disposition	2021-11-04	62,400	$0.00	62,400	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2021-11-04	337,500	$0.00	337,500	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-04	2,422,650	$0.00	2,422,650	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-05	1,230,932	$0.00	1,230,932	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2027-08-18	No	4	M	Direct
103,990	2029-05-16	No	4	M	Direct
1,012,500	2030-08-25	No	4	M	Direct
16,659,220		No	4	M	Direct
15,428,288		No	4	C	Direct

Footnotes

Represents the number of shares sold by the Reporting Person to satisfy the tax withholding obligation in connection with the vesting of Restricted Stock Units previously reported on a Form 3 filed on September 21, 2021, and does not represent a discretionary sale by the Reporting Person.
The reported price in Column 4 is the price applied to the Reporting Person's account by the broker and represents a weighted average sale price for a block sale.
Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
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: 1/4th of the shares subject to the RSU vest on the first anniversary of June 30, 2016, and the remaining shares will vest in equal installments every six months 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.
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 December 31, 2019, and the remaining shares will vest in equal installments every six months 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.
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 July 1, 2020, and the remaining shares will vest in equal installments every six months 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.
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.
The shares of Class B common stock being issued represent vested Restricted Stock Units that are settled in connection with a partial early release from certain lock-up provisions. The remaining vested Restricted Stock Units will not be settled until the remaining lock-up provisions expire.