Filing Details
- Accession Number:
- 0001849376-21-000002
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-08-26 20:05:49
- Reporting Period:
- 2021-08-24
- Accepted Time:
- 2021-08-26 20:05:49
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1831840 | Semrush Holdings Inc. | SEMR | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1472414 | M Delbert Humenik | C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199 | Chief Revenue Officer | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-08-24 | 21,900 | $0.00 | 68,848 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-08-24 | 21,900 | $22.64 | 46,948 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-08-25 | 8,100 | $0.00 | 55,048 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-08-25 | 8,100 | $23.29 | 46,948 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-08-26 | 10,000 | $0.00 | 56,948 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-08-26 | 10,000 | $24.15 | 46,948 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2021-08-24 | 21,900 | $0.00 | 21,900 | $0.79 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-08-24 | 21,900 | $0.00 | 21,900 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-08-24 | 21,900 | $0.00 | 21,900 | $0.00 |
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2021-08-25 | 8,100 | $0.00 | 8,100 | $0.79 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-08-25 | 8,100 | $0.00 | 8,100 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-08-25 | 8,100 | $0.00 | 8,100 | $0.00 |
| Class B Common Stock | Employee Stock Option (Right to Buy) | Disposition | 2021-08-26 | 10,000 | $0.00 | 10,000 | $0.79 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-08-26 | 10,000 | $0.00 | 10,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-08-26 | 10,000 | $0.00 | 10,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 82,728 | 2027-08-21 | No | 4 | M | Direct | |
| 21,900 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 74,628 | 2027-08-21 | No | 4 | M | Direct | |
| 8,100 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 64,628 | 2027-08-21 | No | 4 | M | Direct | |
| 10,000 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct |
Footnotes
- The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.03 to $23.13, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.00 to $23.70, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.00 to $24.485, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
- The stock option is fully vested.
- The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.
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