Freshworks Inc. — Director's Dealing 2024

Jun 5, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Freshworks Inc. (FRSH)
CIK: 0001544522
Period of Report: 2024-05-28

Reporting Person: NELSON ZACHARY (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-06-03	Class A Common Stock	C	8442	—	Acquired	24977	Direct
2024-06-03	Class A Common Stock	S	8442	$12.75	Disposed	16535	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-06-01	Restricted Stock Units	$	M	9380	Disposed	2031-08-08	Class B Common Stock (9380)	Direct
2024-06-01	Class B Common Stock	$	M	9380	Acquired		Class A Common Stock (9380)	Direct
2024-06-03	Class B Common Stock	$	C	8442	Disposed		Class A Common Stock (8442)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted February 10, 2024,

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.68 to $13.17 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

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 (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/48th of the shares subject to the RSU will vest in equal monthly installments over 48 months following September 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.