FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Rathinam Pradeep
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/2/2023 

3. Issuer Name and Ticker or Trading Symbol

Freshworks Inc. [FRSH]
(Last)        (First)        (Middle)

C/O FRESHWORKS INC., 2950 S DELAWARE STREET, SUITE 201
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 /
(Street)

SAN MATEO, CA 94403      

(City)              (State)              (Zip)
5. 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 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 84496 (1)D  
Class A Common Stock 41277 (2)D  
Class A Common Stock 371490 (3)D  
Class A Common Stock 320030 (4)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (5)5/14/2030 Class B Common Stock (6)30000 $0.00 (7)D  
Restricted Stock Units  (5)5/14/2030 Class B Common Stock (6)56380 $0.00 (7)D  
Restricted Stock Units  (8)5/16/2031 Class B Common Stock (6)45590 $0.00 (7)D  
Class B Common Stock  (6) (6)Class A Common Stock 182108 $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).

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


Chief Revenue Officer

Signatures
/s/ Pamela Sergeeff, Attorney-in-fact5/2/2023
**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 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 control number.
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