Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Rathna Girish Mathrubootham

  Check the Appropriate Box if a Member of a Group (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  Citizenship or Place of Organization

  United States

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  16,461,393(1)(2)

  Shared Voting Power

  0

  Sole Dispositive Power

  16,461,393(1)(2)

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  16,461,393(1)(2)

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)

  ☐

  Percent of Class Represented by Amount in Row 9

  9.3%(3)

  Type of Reporting Person (see instructions)

  IN

Consists of (i) 16,105,143 shares of Class B common stock, par value $0.00001 per share (“Class B common stock”), held by the Reporting Person and (ii) 356,250 shares of Class B common stock issuable to the Reporting Person upon vesting of restricted stock units, within 60 days of December 31, 2022.

Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock, par value $0.00001 per share (the “Class A common stock”). Each share of Class A common stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.

Based on the quotient obtained by dividing (a) the 16,461,393 shares of the Class B common stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 161,323,804 shares of Class A common stock outstanding as of December 31, 2022 as reported by the Issuer to the Reporting Person, and (ii) 16,461,393 shares of Class B common stock beneficially owned by the Reporting Person. The 16,461,393 shares of Class B common stock beneficially owned by the Reporting Person are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

Name of Issuer:

Freshworks Inc.

Address of Issuer’s Principal Executive Offices:

2950 South Delaware Street, Suite 201

San Mateo, CA 94403

Name of Person Filing:

Rathna Girish Mathrubootham (the “Reporting Person”)

Address of Principal Business Office or, if none, Residence:

The address and principal business office of the Reporting Person is:

c/o Freshworks Inc.

2950 South Delaware Street, Suite 201

San Mateo, CA 94403

Citizenship:

The citizenship of the Reporting Person is the United States

Title of Class of Securities:

Class A common stock, par value $0.00001 per share.

CUSIP Number:

358054 10 4

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

This statement is not filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c).

Ownership

Amount Beneficially Owned: 16,461,393(1)(2)

Percent of Class: 9.3%(3)

Number of shares as to which the person has:

Sole power to vote or to direct the vote: 16,461,393(1)(2)

Shared power to vote or to direct the vote: 0

Sole power to dispose or to direct the disposition of: 16,461,393(1)(2)

Shared power to dispose or to direct the disposition of: 0

Consists of (i) 16,105,143 shares of Class B common stock held by the Reporting Person and (ii) 356,250 shares of Class B common stock issuable to the Reporting Person upon vesting of restricted stock units, within 60 days of December 31, 2022.

Each share of Class B common stock is convertible at any time, at the option of the holder, into one share of Class A common stock. Each share of Class A common stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes.

Based on the quotient obtained by dividing (a) the 16,461,393 shares of the Class B common stock beneficially owned by the Reporting Person by (b) the sum of (i) 161,323,804 shares of Class A common stock outstanding as of December 31, 2022 as reported by the Issuer to the Reporting Person, and (ii) 16,461,393 shares of Class B common stock beneficially owned by the Reporting Person. The 16,461,393 shares of Class B common stock beneficially owned by the Reporting Person are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

Ownership of 5 Percent or Less of a Class

Ownership of More than 5 Percent on Behalf of Another Person

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group

Notice of Dissolution of a Group

Certification