SC Us (TTGP) Form 4 Freshworks / DOUGLAS M LEONE 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^*

SEQUOIA CAPITAL INDIA V LTD.

(Last) (First) (Middle)

SANNE HOUSE, BANK STREET, 28 CYBERCITY

(Street)

EBENE O4 72201

(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)
09/24/2021

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

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
Series A Convertible Preferred Stock	(1)	09/24/2021		C			7,517,470	(1)	(1)	Class B Common Stock	7,517,470	$0	0	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Series G Convertible Preferred Stock	(1)	09/24/2021		C			4,026,630	(1)	(1)	Class B Common Stock	4,026,630	$0	0	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Series H Convertible Preferred Stock	(1)	09/24/2021		C			3,758,740	(1)	(1)	Class B Common Stock	3,758,740	$0	0	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Class B Common Stock	(1)	09/24/2021		C		15,302,840		(1)	(1)	Class A Common Stock	15,302,840	$0	18,597,350	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(2)(3)
Series A Convertible Preferred Stock	(1)	09/24/2021		C			40,500	(1)	(1)	Class B Common Stock	40,500	$0	0	I	SCI Investments V(4)
Series D Convertible Preferred Stock	(1)	09/24/2021		C			1,952,310	(1)	(1)	Class B Common Stock	1,952,310	$0	0	I	SCI Investments V(4)
Series E Convertible Preferred Stock	(1)	09/24/2021		C			532,300	(1)	(1)	Class B Common Stock	532,300	$0	0	I	SCI Investments V(4)
Series F Convertible Preferred Stock	(1)	09/24/2021		C			5,146,180	(1)	(1)	Class B Common Stock	5,146,180	$0	0	I	SCI Investments V(4)
Class B Common Stock	(1)	09/24/2021		C		7,671,290		(1)	(1)	Class A Common Stock	7,671,290	$0	12,033,920	I	SCI Investments V(4)

1. Name and Address of Reporting Person^*

SEQUOIA CAPITAL INDIA V LTD.

(Last) (First) (Middle)

SANNE HOUSE, BANK STREET, 28 CYBERCITY

(Street)

EBENE O4 72201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC INDIA PRINCIPALS FUND V LTD

(Last) (First) (Middle)

SANNE HOUSE, BANK STREET, 28 CYBERCITY

(Street)

EBENE O4 72201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCI Investments V

(Last) (First) (Middle)

SANNE HOUSE, BANK STREET, 28 CYBERCITY

(Street)

EBENE O4 72201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC US (TTGP), LTD.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCGGF III - Endurance Partners Management, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEONE DOUGLAS M

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BOTHA ROELOF

(Last) (First) (Middle)

2800 SAND HILL ROAD, SUITE 101

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. All shares of Preferred Stock, par value $0.00001 per share, have no expiration date and automatically converted into the Issuer's Class B common stock on a 1-for-1 basis immediately upon the closing of the Issuer's initial public offering. 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.

2. SC US (TTGP), Ltd. is the general partner of SCGGF III - Endurance Partners Management, L.P., which is the general partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. ("GGF III"). The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to GGF III are Douglas Leone and Roelof Botha. By virtue of the relationships described in this paragraph, each of SC US (TTGP), Ltd., SCGGF III - Endurance Partners Management, L.P., Douglas Leone and Roelof Botha may be deemed to share voting and dispositive power with respect to the shares held by GGF III.

3. (Continued from Footnote 2) Each of Douglas Leone, Roelof Botha, SC US (TTGP), Ltd. and SCGGF III - Endurance Partners Management, L.P. disclaims beneficial ownership of the shares held by GGF III, except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd are the sole shareholders of SCI Investments V. Voting and investment discretion with respect to the shares held by SCI Investments V is exercised by the board of directors of SCI Investments V. Each of Sequoia Capital India V Ltd. and SC India Principals Fund V Ltd disclaims beneficial ownership of the shares held by SCI Investments V, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	By: /s/ Dilshaad Rajabalee, a Director of Sequoia Capital India V Ltd.	09/24/2021
	By: /s/ Dilshaad Rajabalee, a Director of SC India Principals Fund V Ltd	09/24/2021
	By: /s/ Dilshaad Rajabalee, a Director of SCI Investments V	09/24/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	09/24/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L.P.	09/24/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., the General Partner of SCGGF III - Endurance Partners Management, L., the General Partner of Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.	09/24/2021
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone	09/24/2021
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha	09/24/2021
	** Signature of Reporting Person	Date
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