Sequoia Capital India V Ltd. - Sep 21, 2021 Form 3 Insider Report for Freshworks Inc. (FRSH)

Role: 10%+ Owner
Signature: By: /s/ Dilshaad Rajabalee, a Director of Sequoia Capital India V Ltd.
Stock symbol: FRSH
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 07:22 PM
Next filing: Sep 24, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	3.29M		Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F1, F2, F3
holding	FRSH	Series A Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	7.52M		Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F1, F2, F3
holding	FRSH	Series G Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	4.03M		Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F1, F2, F3
holding	FRSH	Series H Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	3.76M		Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	F1, F2, F3
holding	FRSH	Class B Common Stock							Sep 21, 2021	Class A Common Stock	4.36M		SCI Investments V	F1, F4
holding	FRSH	Series A Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	40.5K		SCI Investments V	F1, F4
holding	FRSH	Series D Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	1.95M		SCI Investments V	F1, F4
holding	FRSH	Series E Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	532K		SCI Investments V	F1, F4
holding	FRSH	Series F Convertible Preferred Stock							Sep 21, 2021	Class B Common Stock	5.15M		SCI Investments V	F1, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	(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.
F4	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.