SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Rathinam Pradeep (Last) (First) (Middle) C/O FRESHWORKS INC. 2950 S DELAWARE STREET, SUITE 201 (Street) SAN MATEO CA 94403 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2023	3. Issuer Name and Ticker or Trading Symbol Freshworks Inc. [ FRSH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Revenue Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	84,496(1)	D
Class A Common Stock	41,277(2)	D
Class A Common Stock	371,490(3)	D
Class A Common Stock	320,030(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	05/14/2030	Class B Common Stock(6)	30,000	$0.00(7)	D
Restricted Stock Units	(5)	05/14/2030	Class B Common Stock(6)	56,380	$0.00(7)	D
Restricted Stock Units	(8)	05/16/2031	Class B Common Stock(6)	45,590	$0.00(7)	D
Class B Common Stock	(6)	(6)	Class A Common Stock	182,108	$0.00(6)	D

Explanation of Responses:

1. Includes 1,051 shares of Class A Common Stock purchased pursuant to the Issuer's Employee Stock Purchase Plan (ESPP) for the ESPP purchase period September 22, 2021 through May 15, 2022. This transaction is exempt from Rule 16b-3(c). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's Class A common stock on May 13, 2022.

2. Represents grant of Restricted Stock Unit (RSU) award. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs shall vest in equal quarterly installments over four years following May 1, 2022, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan).

3. Represents grant of Restricted Stock Unit (RSU) award. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs shall vest in equal annual installments over four years beginning following May 1, 2022, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan).

4. Represents grant of Restricted Stock Unit (RSU) award. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. The RSUs shall vest in equal quarterly installments over four years following May 1, 2023, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan).

5. 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 January 13, 2020, 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).

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.

7. Each restricted stock unit represents a contingent right to receive one share of Class B common stock.

8. 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 four years following April 1, 2021, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan).

Remarks:

	/s/ Pamela Sergeeff, Attorney-in-fact	05/02/2023
	** 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 5 (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.