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Freshworks Inc. Director's Dealing 2021

Sep 24, 2021

31235_dirs_2021-09-24_7122c423-94e4-42f5-8bf3-7965f53161ba.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2021-09-24

Reporting Person: GANDHI SAMEER K (Director, 10% Owner)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2021-09-24 Series A Preferred Stock $ C 78280 Disposed Class B Common Stock (78280) Indirect
2021-09-24 Series A Preferred Stock $ C 12736350 Disposed Class B Common Stock (12736350) Indirect
2021-09-24 Series B Preferred Stock $ C 9932610 Disposed Class B Common Stock (9932610) Indirect
2021-09-24 Series C Preferred Stock $ C 6344560 Disposed Class B Common Stock (6344560) Indirect
2021-09-24 Series D Preferred Stock $ C 4258710 Disposed Class B Common Stock (4258710) Indirect
2021-09-24 Series D Preferred Stock $ C 2306400 Disposed Class B Common Stock (2306400) Indirect
2021-09-24 Series E Preferred Stock $ C 5677850 Disposed Class B Common Stock (5677850) Indirect
2021-09-24 Series F Preferred Stock $ C 3562740 Disposed Class B Common Stock (3562740) Indirect
2021-09-24 Series G Preferred Stock $ C 2013320 Disposed Class B Common Stock (2013320) Indirect
2021-09-24 Series G Preferred Stock $ C 2013310 Disposed Class B Common Stock (2013310) Indirect
2021-09-24 Series H Preferred Stock $ C 3758740 Disposed Class B Common Stock (3758740) Indirect
2021-09-24 Class B Common Stock $ C 15590900 Acquired Class A Common Stock (15590900) Indirect
2021-09-24 Class B Common Stock $ C 31319920 Acquired Class A Common Stock (31319920) Indirect
2021-09-24 Class B Common Stock $ C 2013310 Acquired Class A Common Stock (2013310) Indirect
2021-09-24 Class B Common Stock $ C 3758740 Acquired Class A Common Stock (3758740) Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B Common Stock $ Class A Common Stock (665040) 665040 Indirect

Footnotes

F1: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (IPO).

F2: Each of Accel Growth FII (Mauritius) Ltd, Accel India III (Mauritius) Ltd, Accel India IV (Mauritius) Limited, Accel Leaders Holdings (Mauritius)
Ltd, Accel Leaders II Holdings (Mauritius) Ltd. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest
therein.

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
2012 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Clarence Don Clay Jr.,
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: 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, Clarence Don Clay Jr., 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.

F5: 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, Clarence Don Clay Jr., 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.

F6: 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, Clarence Don Clay Jr., 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.

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.

F8: Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India Holdings IV (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, Clarence Don Clay Jr., 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.