Freshworks (FRSH) Form 4 Freshworks / Leaders 3 GP Associates L.L.C. Accel ownership change

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

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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).

1. Name and Address of Reporting Person^*

Accel Leaders 3 GP Associates L.L.C.

(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		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2022

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	09/19/2022		P		314,331	A	$14.78(1)	1,258,930	I	See footnotes(2)
Class A Common Stock	09/19/2022		P		13,013	A	$14.78(1)	52,120	I	See footnotes(3)
Class A Common Stock	09/19/2022		P		18,759	A	$14.78(1)	75,132	I	See footnotes(4)
Class A Common Stock	09/20/2022		P		399,343	A	$14.66(5)	1,658,273	I	See footnotes(2)
Class A Common Stock	09/20/2022		P		16,533	A	$14.66(5)	68,653	I	See footnotes(3)
Class A Common Stock	09/20/2022		P		23,832	A	$14.66(5)	98,964	I	See footnotes(4)

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

1. Name and Address of Reporting Person^*

Accel Leaders 3 GP Associates L.L.C.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Leaders 3 L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Leaders 3 Entrepreneurs L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Accel Leaders 3 Investors (2020) L.P.

(Last) (First) (Middle)

500 UNIVERSITY AVENUE

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

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 $14.50 to $15.00 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.

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. AL3A disclaims ownership of all such shares except to the extent that it has 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. AL3A disclaims ownership of all such shares except to the extent that it has 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. AL3A disclaims ownership of all such shares except to the extent that it has 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 $14.50 to $14.83 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.

Remarks:

	/s/ Tracy L. Sedlock, as a Director of Accel Leaders 3 GP Associates L.L.C.	09/21/2022
	/s/ Tracy L. Sedlock, as a Director of Accel Leaders 3 L.P.	09/21/2022
	/s/ Tracy L. Sedlock, as a Director of Accel Leaders 3 Entrepreneurs L.P.	09/21/2022
	/s/ Tracy L. Sedlock, as a Director of Accel Leaders 3 Investors (2020) L.P.	09/21/2022
	** Signature of Reporting Person	Date
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