Sec Form 3 Filing - SEQUOIA CAPITAL INDIA V LTD. @ Freshworks Inc. - 2021-09-21

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SEQUOIA CAPITAL INDIA V LTD.
2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
SANNE HOUSE, BANK STREET, 28 CYBERCITY
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2021
(Street)
EBENE, O472201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,294,510 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
Series A Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 7,517,470 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
Series G Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 4,026,630 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
Series H Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 3,758,740 I Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ( 2 ) ( 3 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,362,630 I SCI Investments V ( 4 )
Series A Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 40,500 I SCI Investments V ( 4 )
Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 1,952,310 I SCI Investments V ( 4 )
Series E Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 532,300 I SCI Investments V ( 4 )
Series F Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 5,146,180 I SCI Investments V ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEQUOIA CAPITAL INDIA V LTD.
SANNE HOUSE, BANK STREET, 28 CYBERCITY
EBENE, O472201
X
SC INDIA PRINCIPALS FUND V LTD
SANNE HOUSE, BANK STREET, 28 CYBERCITY
EBENE, O472201
X
SCI Investments V
SANNE HOUSE, BANK STREET, 28 CYBERCITY
EBENE, O472201
X
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SCGGF III - Endurance Partners Management, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
LEONE DOUGLAS M
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
BOTHA ROELOF
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Dilshaad Rajabalee, a Director of Sequoia Capital India V Ltd. 09/21/2021
Signature of Reporting Person Date
By: /s/ Dilshaad Rajabalee, a Director of SC India Principals Fund V Ltd 09/21/2021
Signature of Reporting Person Date
By: /s/ Dilshaad Rajabalee, a Director of SCI Investments V 09/21/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 09/21/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L.P. 09/21/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L., the General Partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. 09/21/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 09/21/2021
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 09/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All shares of Preferred Stock, par value $0.00001 per share, have no expiration date and will automatically convert 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.
( 2 )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 the GGF III.
( 3 )(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.
( 4 )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.

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