Freshworks Inc. — Director's Dealing 2021

Sep 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SEQUOIA CAPITAL INDIA V LTD. (10% Owner)
Reporting Person: SC INDIA PRINCIPALS FUND V LTD (10% Owner)
Reporting Person: SCI Investments V (10% Owner)
Reporting Person: SC US (TTGP), LTD. (10% Owner)
Reporting Person: SCGGF III - Endurance Partners Management, L.P. (10% Owner)
Reporting Person: Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. (10% Owner)
Reporting Person: LEONE DOUGLAS M (10% Owner)
Reporting Person: BOTHA ROELOF (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Series A Convertible Preferred Stock	$	C	7517470	Disposed		Class B Common Stock (7517470)	Indirect
2021-09-24	Series G Convertible Preferred Stock	$	C	4026630	Disposed		Class B Common Stock (4026630)	Indirect
2021-09-24	Series H Convertible Preferred Stock	$	C	3758740	Disposed		Class B Common Stock (3758740)	Indirect
2021-09-24	Class B Common Stock	$	C	15302840	Acquired		Class A Common Stock (15302840)	Indirect
2021-09-24	Series A Convertible Preferred Stock	$	C	40500	Disposed		Class B Common Stock (40500)	Indirect
2021-09-24	Series D Convertible Preferred Stock	$	C	1952310	Disposed		Class B Common Stock (1952310)	Indirect
2021-09-24	Series E Convertible Preferred Stock	$	C	532300	Disposed		Class B Common Stock (532300)	Indirect
2021-09-24	Series F Convertible Preferred Stock	$	C	5146180	Disposed		Class B Common Stock (5146180)	Indirect
2021-09-24	Class B Common Stock	$	C	7671290	Acquired		Class A Common Stock (7671290)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: (Continued from Footnote 2) 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.

F4: 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.