Srinivasagopalan Ramamurthy - Sep 21, 2021 Form 3 Insider Report for Freshworks Inc. (FRSH)

Role: Chief Product Officer
Signature: /s/ Pamela Sergeeff, Attorney-in-fact
Stock symbol: FRSH
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 07:11 PM
Next filing: Nov 8, 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	Restricted Stock Units							Sep 21, 2021	Class B Common Stock	1.15M	$0.00	Direct	F1, F2, F3
holding	FRSH	Restricted Stock Units							Sep 21, 2021	Class B Common Stock	350K	$0.00	Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest as follows: 1/4th of the shares subject to the restricted stock unit vest on the first anniversary of October 9, 2019, and the remaining shares will vest in equal installments every six months thereafter over 36 months, 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.
F2	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.
F3	Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
F4	The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. The Restricted Stock Units shall vest in equal quarterly installments over 48 months with a vesting commencement date of April 1, 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.