Freshworks Inc. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2022-02-14

Reporting Person: Ramamurthy Srinivasagopalan (Chief Product Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-14	Class A Common Stock	C	180278	$0.00	Acquired	180278	Direct
2022-02-14	Class A Common Stock	F	180278	$18.41	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-14	Restricted Stock Units	$	M	276160	Disposed	2030-03-02	Class B Common Stock (276160)	Direct
2022-02-14	Restricted Stock Units	$	M	65630	Disposed	2031-05-16	Class B Common Stock (65630)	Direct
2022-02-14	Class B Common Stock	$	M	341790	Acquired		Class A Common Stock (341790)	Direct
2022-02-14	Class B Common Stock	$	C	180278	Disposed		Class A Common Stock (180278)	Direct

Footnotes

F1: Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligation in connection with the settlement of Restricted Stock Units.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.

F3: The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/4th of the shares subject to the RSU vest on the first anniversary of October 9, 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.

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 in equal quarterly installments over 48 months with a vesting commencement date of April 1, 2021, 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.