Freshworks Inc. — Director's Dealing 2021

Nov 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2021-11-04

Reporting Person: Sloat Tyler (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-05	Class A Common Stock	C	266028	$0.00	Acquired	266028	Direct
2021-11-05	Class A Common Stock	S	266028	$38.95	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-04	Restricted Stock Units	$	M	450000	Disposed	2030-05-14	Class B Common Stock (450000)	Direct
2021-11-04	Class B Common Stock	$	M	450000	Acquired		Class A Common Stock (450000)	Direct
2021-11-05	Class B Common Stock	$	C	266028	Disposed		Class A Common Stock (266028)	Direct

Footnotes

F1: 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.

F2: 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.

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.

F6: 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.