Statement of Changes in Beneficial Ownership (4)
December 07 2022 - 6:45PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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GANDHI SAMEER K |
2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc.
[
FRSH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FRESHWORKS INC., 2950 S DELAWARE STREET, SUITE 201 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/5/2022 |
(Street)
SAN MATEO, CA 94403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 12/5/2022 | | P | | 267919 | A | $14.35 (1) | 1926192 | I | See footnotes (2) |
Class A Common Stock | 12/5/2022 | | P | | 11092 | A | $14.35 (1) | 79745 | I | See footnotes (3) |
Class A Common Stock | 12/5/2022 | | P | | 15989 | A | $14.35 (1) | 114953 | I | See footnotes (4) |
Class A Common Stock | 12/6/2022 | | P | | 267919 | A | $13.88 (5) | 2194111 | I | See footnotes (2) |
Class A Common Stock | 12/6/2022 | | P | | 11092 | A | $13.88 (5) | 90837 | I | See footnotes (3) |
Class A Common Stock | 12/6/2022 | | P | | 15989 | A | $13.88 (5) | 130942 | I | See footnotes (4) |
Class A Common Stock | 12/7/2022 | | P | | 267919 | A | $13.89 (6) | 2462030 | I | See footnotes (2) |
Class A Common Stock | 12/7/2022 | | P | | 11092 | A | $13.89 (6) | 101929 | I | See footnotes (3) |
Class A Common Stock | 12/7/2022 | | P | | 15989 | A | $13.89 (6) | 146931 | I | See footnotes (4) |
Class A Common Stock | | | | | | | | 17779 | D | |
Class A Common Stock | | | | | | | | 61644 | I | See footnotes (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $14.06 to $14.70 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | The shares are held by Accel Leaders 3 L.P. Accel Leaders 3 GP Associates L.L.C.("AL3A") is the general partner of the general partner of Accel Leaders 3 L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein. |
(3) | The shares are held by Accel Leaders 3 Entrepreneurs L.P. AL3A is the general partner of the general partner of Accel Leaders 3 Entrepreneurs L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein. |
(4) | The shares are held by Accel Leaders 3 Investors (2020) L.P. AL3A is the general partner of Accel Leaders 3 Investors (2020) L.P. The Reporting Person is a director of AL3A. The Reporting Person and AL3A disclaims ownership of all such shares except to the extent that they have a pecuniary interest therein. |
(5) | The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $13.59 to $14.25 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(6) | The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $13.58 to $14.16 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(7) | These shares are held by The Potomac Trust, dated 9/21/2001, of which the Reporting Person is a co-trustee. The Reporting Person disclaims Section 16 beneficial ownership over the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GANDHI SAMEER K C/O FRESHWORKS INC. 2950 S DELAWARE STREET, SUITE 201 SAN MATEO, CA 94403 | X | X |
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Signatures
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/s/ Pamela Sergeeff, Attorney-in-fact | | 12/7/2022 |
**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 control number. |
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