CapitalG Form 4 Change in insider ownership

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^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	09/24/2021		C			58,780	⁽¹⁾	⁽¹⁾	Class B Common Stock	58,780	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	09/24/2021		C			6,388,060	⁽¹⁾	⁽¹⁾	Class B Common Stock	6,388,060	$0.00	0	I	See footnotes⁽²⁾⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	09/24/2021		C			6,210,150	⁽¹⁾	⁽¹⁾	Class B Common Stock	6,210,150	$0.00	0	I	See footnotes⁽²⁾⁽³⁾
Series G Preferred Stock	⁽¹⁾	09/24/2021		C			1,098,180	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,098,180	$0.00	0	I	See footnotes⁽²⁾⁽⁵⁾
Series H Preferred Stock	⁽¹⁾	09/24/2021		C			3,758,740	⁽¹⁾	⁽¹⁾	Class B Common Stock	3,758,740	$0.00	0	I	See footnotes⁽²⁾⁽⁶⁾
Class B Common Stock	⁽⁷⁾	09/24/2021		C		6,268,930		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,268,930	$0.00	7,579,270	I	See footnotes⁽²⁾⁽³⁾
Class B Common Stock	⁽⁷⁾	09/24/2021		C		6,388,060		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,388,060	$0.00	7,417,930	I	See footnotes⁽²⁾⁽⁴⁾
Class B Common Stock	⁽⁷⁾	09/24/2021		C		1,098,180		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,098,180	$0.00	1,996,680	I	See footnotes⁽²⁾⁽⁵⁾
Class B Common Stock	⁽⁷⁾	09/24/2021		C		3,758,740		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,758,740	$0.00	3,758,740	I	See footnotes⁽²⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2013 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG II LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2013 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG 2014 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CapitalG II GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alphabet Holdings LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alphabet Inc.

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series G Preferred Stock, and Series H Preferred Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (IPO).

2. Each of CapitalG 2014 LP, CapitalG 2013 LP, CapitalG II LP, CapitalG LP, CapitalG 2014 GP LLC, CapitalG 2013 GP LLC, CapitalG GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

3. Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.

4. Shares held by CapitalG 2013 LP. CapitalG 2013 GP LLC, the general partner of CapitalG 2013 LP, Alphabet Holdings LLC, the managing member of CapitalG 2013 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2013 LP.

5. Shares held by CapitalG LP. CapitalG GP LLC, the general partner of CapitalG LP, Alphabet Holdings LLC, the managing member of CapitalG GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG LP.

6. Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.

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.

Remarks:

	/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 LP	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 LP	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG II LP	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG LP	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2013 GP LLC	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG 2014 GP LLC	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG GP LLC	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for CAPITALG II GP LLC	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for ALPHABET HOLDINGS LLC	09/24/2021
	/s/ Daniel Fox, as attorney-in-fact for ALPHABET INC.	09/24/2021
	** 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.

CapitalG Form 4Change in insider ownership