SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Accel India III (Mauritius) Ltd.
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Freshworks Inc. [ FRSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 11/21/2024 C 2,000,000 A $0 2,000,000 D(1)
Class A Common Stock 11/21/2024 J(2) 2,000,000 D $0 0 D(1)
Class A Common Stock 11/21/2024 C 2,000,000 A $0 2,000,000 D(3)
Class A Common Stock 11/21/2024 J(4) 2,000,000 D $0 0 D(3)
Class A Common Stock 11/21/2024 C 665,040 A $0 665,040 D(5)
Class A Common Stock 11/21/2024 J(6) 665,040 D $0 0 D(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (7) 11/21/2024 C 2,000,000 (7) (7) Class A Common Stock 2,000,000 $0 3,050,000 D(1)
Class B Common Stock (7) 11/21/2024 C 2,000,000 (7) (7) Class A Common Stock 2,000,000 $0 8,250,000 D(3)
Class B Common Stock (7) 11/21/2024 C 665,040 (7) (7) Class A Common Stock 665,040 $0 0 D(5)
1. Name and Address of Reporting Person*
Accel India III (Mauritius) Ltd.
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Accel Growth FII (Mauritius) Ltd.
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Accel India IV (Mauritius) Ltd.
(Last) (First) (Middle)
500 UNIVERSITY AVENUE
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Shares held by Accel India III (Mauritius) Ltd. (AIN3M). AIN3M is a wholly owned subsidiary of Accel India III Holdings (Mauritius) Ltd., which is owned by Accel India III L.P. (AIN3) and Accel India III Investors L.L.C. Accel India III GP Associates Ltd. is the general partner of Accel India III Associates L.P., which is the general partner of AIN3. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AIN3M and collectively make investment and voting decisions with respect to the shares held by AIN3M.
2. On November 21, 2024, AIN3M distributed, for no consideration, 2,000,000 shares of Class A common stock of the Issuer (the "AIN3M Shares") to its partners and representing each such partner's pro rata interest in such AIN3M Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
3. Shares held by Accel Growth FII (Mauritius) Ltd. (AGF2M). AGF2M is a wholly owned subsidiary of Accel Growth Holdings (Mauritius) Ltd., which is owned by Accel Growth Fund II L.P. (AGF2), Accel Growth Fund II Strategic Partners L.P. (AGF2SP) and Accel Growth Fund Investors 2013 L.L.C. Accel Growth Fund II Associates L.L.C. is the general partner of AGF2 and AGF2SP. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AGF2M and collectively make investment and voting decisions with respect to the shares held by AGF2M.
4. On November 21, 2024, AGF2M distributed, for no consideration, 2,000,000 shares of Class A common stock of the Issuer (the "AGF2M Shares") to its partners and representing each such partner's pro rata interest in such AGF2M Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
5. Shares held by Accel India IV (Mauritius) Ltd. (AIN4M). AIN4M is a wholly owned subsidiary of Accel India IV Holdings (Mauritius) Ltd., which is owned by Accel India IV L.P. (AIN4) and Accel India IV Investors L.L.C. Accel India IV GP Associates Ltd. is the general partner of Accel India IV Associates L.P., which is the general partner of AIN4. Sameer Gandhi, Joe Milner, Suzanne Gujadhur and Aslam Koomar are the directors of AIN4M and collectively make investment and voting decisions with respect to the shares held by AIN4M.
6. On November 21, 2024, AIN4M distributed, for no consideration, 665,040 shares of Class A common stock of the Issuer (the "AIN4M Shares") to its partners and representing each such partner's pro rata interest in such AIN4M Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
7. 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/ Ryan Connor, as a Director of Accel India III (Mauritius) Ltd 11/25/2024
/s/ Ryan Connor, as a Director of Accel Growth FII (Mauritius) Ltd 11/25/2024
/s/ Ryan Connor, as a Director of Accel India IV (Mauritius) Ltd 11/25/2024
** 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.
Grafico Azioni Freshworks (NASDAQ:FRSH)
Storico
Da Nov 2024 a Dic 2024 Clicca qui per i Grafici di Freshworks
Grafico Azioni Freshworks (NASDAQ:FRSH)
Storico
Da Dic 2023 a Dic 2024 Clicca qui per i Grafici di Freshworks