NELSON ZACHARY - 01 Feb 2025 Form 4 Insider Report for Freshworks Inc. (FRSH)

Role
Director
Signature
/s/ Robert Ellis, Attorney-in-Fact
Issuer symbol
FRSH
Transactions as of
01 Feb 2025
Net transactions value
-$154,489
Form type
4
Filing time
04 Feb 2025, 17:43:12 UTC
Previous filing
03 Jan 2025
Next filing
04 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FRSH Class A Common Stock Conversion of derivative security $0 +8,442 +35% $0.000000 32,629 03 Feb 2025 Direct
transaction FRSH Class A Common Stock Sale $154,489 -8,442 -26% $18.30 24,187 03 Feb 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FRSH Restricted Stock Units Options Exercise $0 -9,380 -13% $0.000000 65,620 01 Feb 2025 Class B Common Stock 9,380 Direct F3, F4
transaction FRSH Class B Common Stock Options Exercise $0 +9,380 +9.3% $0.000000 110,209 01 Feb 2025 Class A Common Stock 9,380 Direct F5
transaction FRSH Class B Common Stock Conversion of derivative security $0 -8,442 -7.7% $0.000000 101,767 03 Feb 2025 Class A Common Stock 8,442 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted February 10, 2024.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.82 to $18.50 per share, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
F3 Each Restricted Stock Unit represents a contingent right to receive one share of Class B Common Stock.
F4 The shares of Class B Common Stock are to be acquired upon the vesting of a Restricted Stock Unit (RSU) award granted to the Reporting Person. The RSU shall vest as follows: 1/48th of the shares subject to the RSU will vest in equal monthly installments over 48 months following September 1, 2021, subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2011 Stock Plan) and the occurrence of either (1) an IPO or (2) a Sale Event (each as defined in the Issuer's 2011 Stock Plan), in each case, within 10 years following the grant date.
F5 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, and has no expiration date.