Sec Form 4 Filing - AUSTIN ROXANNE S @ Freshworks Inc. - 2024-04-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
AUSTIN ROXANNE S
2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 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)
04/08/2024
(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
Class A Common Stock 04/08/2024 J( 1 ) 148,960 A $ 0 238,160 D
Class A Common Stock 04/10/2024 C 12,601 A $ 0 250,761 D
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 ( 2 ) 04/08/2024 M 11,460 ( 3 ) 05/16/2031 Class B Common Stock 11,460 $ 0 148,960 D
Class B Common Stock ( 4 ) 04/08/2024 M 11,460 ( 4 ) ( 4 ) Class A Common Stock 11,460 $ 0 263,530 D
Restricted Stock Units ( 3 ) $ 0 04/08/2024 J( 1 ) 148,960 ( 5 ) ( 5 ) Class A Common Stock 148,960 $ 0 0 D
Class B Common Stock ( 4 ) 04/10/2024 C 12,601 ( 4 ) ( 4 ) Class A Common Stock 12,601 $ 0 250,929 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AUSTIN ROXANNE S
C/O FRESHWORKS INC.
2950 S DELAWARE STREET, SUITE 201
SAN MATEO, CA94403
X
Signatures
/s/ Pamela Sergeeff, Attorney-in-Fact 04/10/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person was previously granted a Restricted Stock Unit ("RSU") award covering shares of Class B Common Stock. Such RSU award was previously reported in Table II of Form 4. On April 8, 2024, the RSU award was modified to provide that 148,960 of the unvested RSUs subject to the award will settle in shares of Class A Common Stock (the "Modified RSUs"). Other than with respect to the change in share class for which the Modified RSUs will settle, the RSU award remains unchanged. The reporting person has elected to report the Modified RSUs in Table I rather than Table II. The reported transaction reflects such change in reporting. The total reported in Column 5 of Table I now includes the Modified RSUs that settle in Class A Common Stock. As reported in Column 9 of Table II, there are no remaining RSUs that settle in Class B Common Stock.
( 2 )Each RSU represents a contingent right to receive one share of Class B Common Stock.
( 3 )The shares of Class B Common Stock are to be acquired upon the vesting of 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 May 8, 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.
( 4 )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.
( 5 )Not applicable.

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.