| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Freshworks Inc. [ FRSH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/11/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 11/15/2021 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 11/15/2021 | C | 1,995,035 | A | (1) | 1,995,035 | I | See footnotes(2)(3)(4) | ||
| Class A Common Stock | 11/15/2021 | C | 2,152,069 | A | (1) | 2,152,069 | I | See footnotes(2)(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (6) | 11/15/2021 | C | 1,995,035 | (6) | (6) | Class A Common Stock | 1,995,035 | $0.00 | 0 | I | See footnotes(2)(3)(4) | |||
| Class B Common Stock | (6) | 11/15/2021 | C | 2,152,069 | (6) | (6) | Class A Common Stock | 2,152,069 | $0.00 | 5,264,086 | I | See footnotes(2)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 election of the holder. |
| 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. On November 15, 2021, the Reporting Persons filed a Form 4 which inadvertently omitted to report that on November 15, 2021, (i) CapitalG LP elected to convert 1,995,035 shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and (ii) CapitalG 2014 LP elected to convert 2,152,069 shares of Class B Common Stock into an equal number of shares of Class A Common Stock. Certain of the shares of Class A Common Stock held by CapitalG LP and CapitalG 2014 LP following such conversion were subsequently sold in transactions reported on a Form 4 filed by the Reporting Persons on November 18, 2021, which form inadvertently reported such sales as having resulted in the conversion of shares of Class B Common Stock held by CapitalG LP and GapitalG 2014 LP. |
| 5. 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. |
| 6. 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. |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 LP | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 LP | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG II LP | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG LP | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 GP LLC | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 GP LLC | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG GP LLC | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for CAPITALG II GP LLC | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for ALPHABET HOLDINGS LLC | 11/23/2021 | |
| /s/ Daniel Fox, as attorney-in-fact for ALPHABET INC. | 11/23/2021 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
