Freshworks Inc. — Director's Dealing 2021

Sep 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2021-09-21

Reporting Person: Mathrubootham Rathnagirish (Director, Chief Executive Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0.00	2027-08-18	Class B Common Stock (2022750)		Direct
Performance Rights	$0.00	2029-05-16	Class B Common Stock (166390)		Direct
Restricted Stock Units	$0.00	2030-08-25	Class B Common Stock (1350000)		Direct
Restricted Stock Units	$0.00	2031-09-11	Class B Common Stock (3000000)		Direct
Performance Rights	$0.00	2031-09-11	Class B Common Stock (6000000)		Direct
Class B Common Stock	$0.00		Class A Common Stock (13182060)		Direct

Footnotes

F1: 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 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.

F2: 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.

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 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.

F5: 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.

F6: 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: 1/16th of the shares subject to the restricted stock unit vest in equal three month installments over 48 months, commencing November 1, 2021, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan)

F7: Each performance right represents a contingent right to receive one share of Class B common stock. The performance rights award is divided into five equal tranches that may be earned over a period of approximately seven years, subject to both (1) Reporting Person's continued service with the Company through the dates specified and (2) the Company's achievement of a specified price per share.

F8: 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.