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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Woodside Dennis
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
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

C/O FRESHWORKS INC., 2950 S DELAWARE STREET, SUITE 201
3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2022
(Street)

SAN MATEO, CA 94403
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/1/2022  A  1732501 (1)A$0.00 1732501 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $13.61 9/1/2022  A   1815980 (2)    (3)8/31/2032 Class A Common Stock 1815980 $0.00 1815980 D  

Explanation of Responses:
(1) Represents the grant of restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. 25% of the shares subject to the RSU will vest on September 1, 2023, and 6.25% of the shares subject to the RSU will vest quarterly thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2022 Inducement Plan).
(2) Represents 39,200 options granted pursuant to the Issuer's 2021 Equity Incentive Plan and 1,776,780 options granted pursuant to the Issuer's 2022 Inducement Plan.
(3) 25% of the shares subject to the options vest on September 1, 2023 and 6.25% of the total number of shares subject to the options will vest quarterly thereafter, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2021 Equity Incentive Plan or 2022 Inducement Plan, as applicable).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Woodside Dennis
C/O FRESHWORKS INC.
2950 S DELAWARE STREET, SUITE 201
SAN MATEO, CA 94403
X
President

Signatures
/s/ Pamela Sergeeff, Attorney-in-fact9/2/2022
**Signature of Reporting PersonDate


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 control number.
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