Sec Form 4 Filing - CapitalG 2014 LP @ Freshworks Inc. - 2021-11-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
CapitalG 2014 LP
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)
1600 AMPHITHEATRE PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2021
(Street)
MOUNTAIN VIEW, CA94043
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
Class A Common Stock 11/16/2021 C 21,215 A 21,215 I See footnotes( 2 )( 3 )
Class A Common Stock 11/16/2021 C 22,885 A 22,885 I See footnotes( 2 )( 4 )
Class A Common Stock 11/16/2021 S 21,215 D $ 39.14( 5 ) 0 I See footnotes( 2 )( 3 )
Class A Common Stock 11/16/2021 S 22,885 D $ 39.14( 6 ) 0 I See footnotes( 2 )( 4 )
Class A Common Stock 11/17/2021 C 24,786 A 24,786 I See footnotes( 2 )( 3 )
Class A Common Stock 11/17/2021 C 26,736 A 26,736 I See footnotes( 2 )( 4 )
Class A Common Stock 11/17/2021 S 24,786 D $ 39.08( 7 ) 0 I See footnotes( 2 )( 3 )
Class A Common Stock 11/17/2021 S 26,736 D $ 39.08( 8 ) 0 I See footnotes( 2 )( 4 )
Class A Common Stock 11/18/2021 C 1,080 A 1,080 I See footnotes( 2 )( 3 )
Class A Common Stock 11/18/2021 C 1,165 A 1,165 I See footnotes( 2 )( 4 )
Class A Common Stock 11/18/2021 S 1,080 D $ 39.02( 9 ) 0 I See footnotes( 2 )( 3 )
Class A Common Stock 11/18/2021 S 1,165 D $ 39.02( 10 ) 0 I See footnotes( 2 )( 4 )
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 ( 11 ) 11/16/2021 C 21,215 ( 11 ) ( 11 ) Class A Common Stock 21,215 $ 0 1,973,820 I See footnotes( 2 )( 3 )
Class B Common Stock ( 11 ) 11/16/2021 C 22,885 ( 11 ) ( 11 ) Class A Common Stock 22,885 $ 0 7,393,270 I See footnotes( 2 )( 4 )
Class B Common Stock ( 11 ) 11/17/2021 C 24,786 ( 11 ) ( 11 ) Class A Common Stock 24,786 $ 0 1,949,034 I See footnotes( 2 )( 3 )
Class B Common Stock ( 11 ) 11/17/2021 C 26,736 ( 11 ) ( 11 ) Class A Common Stock 26,736 $ 0 7,366,534 I See footnotes( 2 )( 4 )
Class B Common Stock ( 11 ) 11/18/2021 C 1,080 ( 11 ) ( 11 ) Class A Common Stock 1,080 $ 0 1,947,954 I See footnotes( 2 )( 3 )
Class B Common Stock ( 11 ) 11/18/2021 C 1,165 ( 11 ) ( 11 ) Class A Common Stock 1,165 $ 0 7,365,369 I See footnotes( 2 )( 4 )
Class B Common Stock ( 11 ) ( 11 ) ( 11 ) Class A Common Stock 7,579,270 7,579,270 I See footnotes( 2 )( 12 )
Class B Common Stock ( 11 ) ( 11 ) ( 11 ) Class A Common Stock 3,758,740 3,758,740 I See footnotes( 2 )( 13 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CapitalG 2014 LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG 2013 LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG II LP
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG LP
1600 AMPITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG 2013 GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG 2014 GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG GP LLC
1600 AMPITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
CapitalG II GP LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Alphabet Holdings LLC
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Alphabet Inc.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA94043
X
Signatures
/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 LP 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 LP 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG II LP 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG LP 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 GP LLC 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 GP LLC 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG GP LLC 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for CAPITALG II GP LLC 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for ALPHABET HOLDINGS LLC 11/18/2021
Signature of Reporting Person Date
/s/ Daniel Fox, as attorney-in-fact for ALPHABET INC. 11/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Issuer's amended and restated certificate of incorporation, shares of Class B Common Stock automatically converted into an equal number of shares of Class A Common Stock upon the transfer of such shares.
( 2 )Each of CapitalG 2014 LP, CapitalG 2013 LP, CapitalG II LP, CapitalG LP, CapitalG 2014 GP LLC, CapitalG 2013 GP LLC, CapitalG GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
( 3 )Shares held by CapitalG LP. Shares held by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG LP.
( 4 )Shares held by CapitalG 2013 LP. CapitalG 2013 GP LLC, the general partner of CapitalG 2013 LP, Alphabet Holdings LLC, the managing member of CapitalG 2013 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2013 LP.
( 5 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.36 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 6 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.36 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 7 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.50 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 8 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.50 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 9 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.12 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 10 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $39.00 to $39.12 per share. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price. weighted average price within the range set forth in this footnote.
( 11 )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.
( 12 )Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.
( 13 )Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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