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)
03/11/2022

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	03/11/2022		P		1,220,344	A	$17.2933(1)	1,220,344	I	SCI Growth Investments III-1(10)
Class A Common Stock	03/11/2022		P		1,355,852	A	$17.2933(1)	1,355,852	I	SCGGF III - Endurance Partners LP(7)(8)
Class A Common Stock	03/11/2022		P		119,706	A	$17.924(2)	1,340,050	I	SCI Growth Investments III-1(10)
Class A Common Stock	03/11/2022		P		132,998	A	$17.924(2)	1,488,850	I	SCGGF III - Endurance Partners LP(7)(8)
Class A Common Stock	03/14/2022		P		410,598	A	$16.9479(3)	1,750,648	I	SCI Growth Investments III-1(10)
Class A Common Stock	03/14/2022		P		456,191	A	$16.9479(3)	1,945,041	I	SCGGF III - Endurance Partners LP(7)(8)
Class A Common Stock	03/14/2022		P		188,644	A	$17.7126(4)	1,939,292	I	SCI Growth Investments III-1(10)
Class A Common Stock	03/14/2022		P		209,592	A	$17.7126(4)	2,154,633	I	SCGGF III - Endurance Partners LP(7)(8)
Class A Common Stock	03/15/2022		P		657,480	A	$17.2518(5)	2,596,772	I	SCI Growth Investments III-1(10)
Class A Common Stock	03/15/2022		P		730,670	A	$17.2518(5)	2,885,303	I	SCGGF III - Endurance Partners LP(7)(8)

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	(6)							(6)	(6)	Class A Common Stock	12,033,920		12,033,920	I	SCI Investments V(9)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	18,597,350		18,597,350	I	Sequoia Capital Global Growth Fund III - Endurance Partners, L.P.(7)(8)

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)

1. Name and Address of Reporting Person^*

Sequoia Capital India Growth Fund III 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 Growth Fund III Ltd.

(Last) (First) (Middle)

SANNE HOUSE, BANK STREET, 28 CYBERCITY

(Street)

EBENE O4 72201

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.8500 to $17.8400. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.8500 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.4600 to $17.4500. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.4600 to $18.0000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.5600 to $17.5000. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, the full information regarding the number of shares purchased at each separate price within the ranges set forth above.

6. 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.

7. 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.

8. (Continued from Footnote 7) 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.

9. 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.

10. Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. are the sole shareholders of SCI Growth Investments III-1. Voting and investment discretion with respect to the shares held by SCI Growth Investments III-1 is exercised by the board of directors of SCI Growth Investments III-1. Each of Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd. disclaims beneficial ownership of the shares held by SCI Growth Investments III-1, 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/ Jung Yeon Son, by power of attorney for Sequoia Capital India V Ltd.	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for SC India Principals Fund V Ltd	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for SCI Investments V	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd.	03/15/2022
	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.	03/15/2022
	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.	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd.	03/15/2022
	By: /s/ Jung Yeon Son, by power of attorney for Sequoia Capital India Growth Fund III Ltd. and SC India Principals Growth Fund III Ltd., which are the sole shareholders of SCI Growth Investments III-1	03/15/2022
	** Signature of Reporting Person	Date
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