Sec Form 4 Filing - GANDHI SAMEER K @ Freshworks Inc.

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

GANDHI SAMEER K

2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X __ Director	X __ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O FRESHWORKS INC., 2950 S DELAWARE STREET, SUITE 201

3. Date of Earliest Transaction (MM/DD/YY)
09/24/2021

(Street)

SAN MATEO, CA94403

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	^{( 1 )}	09/24/2021		C			78,280	^{( 1 )}	^{( 1 )}	Class B Common Stock	78,280	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )}
Series A Preferred Stock	^{( 1 )}	09/24/2021		C			12,736,350	^{( 1 )}	^{( 1 )}	Class B Common Stock	12,736,350	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series B Preferred Stock	^{( 1 )}	09/24/2021		C			9,932,610	^{( 1 )}	^{( 1 )}	Class B Common Stock	9,932,610	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series C Preferred Stock	^{( 1 )}	09/24/2021		C			6,344,560	^{( 1 )}	^{( 1 )}	Class B Common Stock	6,344,560	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series D Preferred Stock	^{( 1 )}	09/24/2021		C			4,258,710	^{( 1 )}	^{( 1 )}	Class B Common Stock	4,258,710	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )}
Series D Preferred Stock	^{( 1 )}	09/24/2021		C			2,306,400	^{( 1 )}	^{( 1 )}	Class B Common Stock	2,306,400	$ 0	0	I	See footnotes ^{( 2 )} ^{( 4 )}
Series E Preferred Stock	^{( 1 )}	09/24/2021		C			5,677,850	^{( 1 )}	^{( 1 )}	Class B Common Stock	5,677,850	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )}
Series F Preferred Stock	^{( 1 )}	09/24/2021		C			3,562,740	^{( 1 )}	^{( 1 )}	Class B Common Stock	3,562,740	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )}
Series G Preferred Stock	^{( 1 )}	09/24/2021		C			2,013,320	^{( 1 )}	^{( 1 )}	Class B Common Stock	2,013,320	$ 0	0	I	See footnotes ^{( 2 )} ^{( 3 )}
Series G Preferred Stock	^{( 1 )}	09/24/2021		C			2,013,310	^{( 1 )}	^{( 1 )}	Class B Common Stock	2,013,310	$ 0	0	I	See footnotes ^{( 2 )} ^{( 5 )}
Series H Preferred Stock	^{( 1 )}	09/24/2021		C			3,758,740	^{( 1 )}	^{( 1 )}	Class B Common Stock	3,758,740	$ 0	0	I	See footnotes ^{( 2 )} ^{( 6 )}
Class B Common Stock	^{( 7 )}	09/24/2021		C		15,590,900		^{( 7 )}	^{( 7 )}	Class A Common Stock	15,590,900	$ 0	23,208,940	I	See footnotes ^{( 3 )}
Class B Common Stock	^{( 7 )}	09/24/2021		C		31,319,920		^{( 7 )}	^{( 7 )}	Class A Common Stock	31,319,920	$ 0	33,132,670	I	See footnotes ^{( 4 )}
Class B Common Stock	^{( 7 )}	09/24/2021		C		2,013,310		^{( 7 )}	^{( 7 )}	Class A Common Stock	2,013,310	$ 0	3,660,560	I	See footnotes ^{( 5 )}
Class B Common Stock	^{( 7 )}	09/24/2021		C		3,758,740		^{( 7 )}	^{( 7 )}	Class A Common Stock	3,758,740	$ 0	3,758,740	I	See footnotes ^{( 6 )}
Class B Common Stock	^{( 7 )}							^{( 7 )}	^{( 7 )}	Class A Common Stock	665,040		665,040	I	See footnotes ^{( 8 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GANDHI SAMEER K C/O FRESHWORKS INC. 2950 S DELAWARE STREET, SUITE 201 SAN MATEO, CA94403	X	X

**Signatures**
/s/ Pamela Sergeeff, Attorney-in-fact		09/24/2021
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (IPO).
( 2 )Each of Accel Growth FII (Mauritius) Ltd, Accel India III (Mauritius) Ltd, Accel India IV (Mauritius) Limited, Accel Leaders Holdings (Mauritius)Ltd, Accel Leaders II Holdings (Mauritius) Ltd. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interesttherein.
( 3 )Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd.,which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors2012 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Clarence Don Clay Jr.,Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to theshares held by AGF2M.
( 4 )Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which isowned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India IIIAssociates L.P., which is the general partner of AIN3. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are thedirectors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M.
( 5 )Shares held by Accel Leaders Holdings (Mauritius) Ltd. (ALM). ALM is owned by Accel Leaders Fund L.P. (ALF), and Accel Leaders FundInvestors 2016 L.L.C. Accel Leaders Fund Associates L.L.C. is the general partner of ALF. Sameer Gandhi, Clarence Don Clay Jr., SuzanneGujadhur and Aslam Koomar are the directors of ALM and collectively make investment and voting decisions with respect to the shares held byALM.
( 6 )Shares held by Accel Leaders II Holdings (Mauritius) Ltd. (AL2M). AL2M is owned by Accel Leaders Fund II L.P. (ALF2), Accel Leaders Fund IIStrategic Partners L.P.(ALF2SP) and Accel Leaders Fund II Investors (2019) L.L.C. Accel Leaders Fund II Associates L.L.C. is the generalpartner of ALF2 and ALF2SP. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are the directors of AL2M andcollectively make investment and voting decisions with respect to the shares held by AL2M.
( 7 )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.
( 8 )Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India Holdings IV (Mauritius) Ltd., which isowned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel IndiaIV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Clarence Don Clay Jr., Suzanne Gujadhur and Aslam Koomar are thedirectors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 4 Filing - GANDHI SAMEER K @ Freshworks Inc. - 2021-09-24