Freshworks Inc. — Director's Dealing 2023

May 17, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2023-05-13

Reporting Person: Sloat Tyler (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-13	Class A Common Stock	C	23244	$0.00	Acquired	612967	Direct
2023-05-13	Class A Common Stock	F	23244	$14.10	Disposed	591515	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-13	Restricted Stock Units	$	M	46880	Disposed	2030-05-14	Class B Common Stock (46880)	Direct
2023-05-13	Class B Common Stock	$	M	46880	Acquired		Class A Common Stock (46880)	Direct
2023-05-13	Class B Common Stock	$	C	23244	Disposed		Class A Common Stock (23244)	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: Includes 1,792 shares of Class A common stock purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period from November 16, 2022 through May 15, 2023. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's Class A common stock on May 15, 2023.

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.