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Filing Details

Accession Number:: 0001062993-22-007798
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-03-15 20:38:02
Reporting Period:: 2022-03-11

Accepted Time:: 2022-03-15 20:38:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1544522	Freshworks Inc.	FRSH	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1195580	M Douglas Leone	2800 Sand Hill Road, Suite 101 Menlo Park CA 94025	No	No	Yes	No
1222287	Roelof Botha	2800 Sand Hill Road, Suite 101 Menlo Park CA 94025	No	No	Yes	No
1607841	Sc Us (Ttgp), Ltd.	2800 Sand Hill Road, Suite 101 Menlo Park CA 94025	No	No	Yes	No
1657029	Ltd V Fund Principals India Sc	Sanne House, Bank Street, 28 Cybercity Ebene O4 72201	No	No	Yes	No
1657088	Ltd. V India Capital Sequoia	Sanne House, Bank Street, 28 Cybercity Ebene O4 72201	No	No	Yes	No
1740907	Sequoia Capital Global Growth Fund Iii - Endurance Partners, L.p.	2800 Sand Hill Road, Suite 101 Menlo Park CA 94025	No	No	Yes	No
1767303	Scggf Iii - Endurance Partners Management, L.p.	2800 Sand Hill Road, Suite 101 Menlo Park CA 94025	No	No	Yes	No
1815343	Ltd. Iii Fund Growth India Capital Sequoia	Sanne House, Bank Street, 28 Cybercity Ebene O4 72201	No	No	Yes	No
1821805	Ltd. Iii Fund Growth Principals India Sc	Sanne House, Bank Street, 28 Cybercity Ebene O4 72201	No	No	Yes	No
1866573	V Investments Sci	Sanne House, Bank Street, 28 Cybercity Ebene O4 72201	No	No	Yes	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	2022-03-11	1,220,344	$17.29	1,220,344	No	4	P	Indirect	SCI Growth Investments III-1
Class A Common Stock	Acquisiton	2022-03-11	1,355,852	$17.29	1,355,852	No	4	P	Indirect	SCGGF III - Endurance Partners LP
Class A Common Stock	Acquisiton	2022-03-11	119,706	$17.92	1,340,050	No	4	P	Indirect	SCI Growth Investments III-1
Class A Common Stock	Acquisiton	2022-03-11	132,998	$17.92	1,488,850	No	4	P	Indirect	SCGGF III - Endurance Partners LP
Class A Common Stock	Acquisiton	2022-03-14	410,598	$16.95	1,750,648	No	4	P	Indirect	SCI Growth Investments III-1
Class A Common Stock	Acquisiton	2022-03-14	456,191	$16.95	1,945,041	No	4	P	Indirect	SCGGF III - Endurance Partners LP
Class A Common Stock	Acquisiton	2022-03-14	188,644	$17.71	1,939,292	No	4	P	Indirect	SCI Growth Investments III-1
Class A Common Stock	Acquisiton	2022-03-14	209,592	$17.71	2,154,633	No	4	P	Indirect	SCGGF III - Endurance Partners LP
Class A Common Stock	Acquisiton	2022-03-15	657,480	$17.25	2,596,772	No	4	P	Indirect	SCI Growth Investments III-1
Class A Common Stock	Acquisiton	2022-03-15	730,670	$17.25	2,885,303	No	4	P	Indirect	SCGGF III - Endurance Partners LP

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	SCI Growth Investments III-1
No	4	P	Indirect	SCGGF III - Endurance Partners LP
No	4	P	Indirect	SCI Growth Investments III-1
No	4	P	Indirect	SCGGF III - Endurance Partners LP
No	4	P	Indirect	SCI Growth Investments III-1
No	4	P	Indirect	SCGGF III - Endurance Partners LP
No	4	P	Indirect	SCI Growth Investments III-1
No	4	P	Indirect	SCGGF III - Endurance Partners LP
No	4	P	Indirect	SCI Growth Investments III-1
No	4	P	Indirect	SCGGF III - Endurance Partners LP

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			12,033,920	12,033,920	Indirect
Class A Common Stock	Class B Common Stock	$0.00			18,597,350	18,597,350	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	12,033,920	12,033,920	Indirect
	18,597,350	18,597,350	Indirect

Footnotes

The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.8500 to $17.8400. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.8500 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.4600 to $17.4500. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.4600 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.5600 to $17.5000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.
All shares of Preferred Stock, par value $0.00001 per share, have no expiration date and automatically converted into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. 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.
SC US (TTGP), Ltd. is the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"). The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, each of SC US (TTGP), Ltd., SCGGF III - Endurance Partners Management, L.P., Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III.
(Continued from Footnote 7) Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd. and SCGGF III - Endurance Partners Management, L.P. disclaims beneficial ownership of the shares held by GGF III, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd are the sole shareholders of SCI Investments V. Voting and investment discretion with respect to the shares held by SCI Investments V is exercised by the board of directors of SCI Investments V. Each of Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd disclaims beneficial ownership of the shares held by SCI Investments V, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. are the sole shareholders of SCI Growth Investments III-1. Voting and investment discretion with respect to the shares held by SCI Growth Investments III-1 is exercised by the board of directors of SCI Growth Investments III-1. Each of Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. disclaims beneficial ownership of the shares held by SCI Growth Investments III-1, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.