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Filing Details

Accession Number:: 0001849417-21-000001
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-10-05 21:27:24
Reporting Period:: 2021-09-24

Accepted Time:: 2021-10-05 21:27:24
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831840	Semrush Holdings Inc.	SEMR	Services-Prepackaged Software (7372)	844053265

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1849417	Oleg Shchegolev	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-09-24	1,000,000	$0.00	1,000,000	No	4	C	Indirect	See Footnote
Class A Common Stock	Acquisiton	2021-09-27	2,000,000	$0.00	2,000,000	No	4	C	Direct
Class A Common Stock	Disposition	2021-10-01	7,039	$22.96	992,961	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-10-01	961	$23.72	992,000	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-10-01	9,145	$22.97	1,990,855	No	4	S	Direct
Class A Common Stock	Disposition	2021-10-01	1,255	$23.73	1,989,600	No	4	S	Direct
Class A Common Stock	Disposition	2021-10-04	8,000	$22.31	984,000	No	4	S	Indirect	See Footnote
Class A Common Stock	Disposition	2021-10-04	10,300	$22.31	1,979,300	No	4	S	Direct
Class A Common Stock	Disposition	2021-10-04	100	$23.35	1,979,200	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Direct
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	See Footnote
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-09-24	1,000,000	$0.00	1,000,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-09-27	2,000,000	$0.00	2,000,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,236,982			No	4	C	Indirect
3,700,660			No	4	C	Direct

Footnotes

These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. Concord Trust Company is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.3600 to $23.2800, 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 $23.4600 to $23.7900, 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 $22.3600 to $23.23900, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.4600 to $23.7900, 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 (5) 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 $22.00 to $22.8600, 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 (6) 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 $22.00 to $22.87, 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 (7) 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 $23.3500 to $23.3500, 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 (8) to this Form 4.
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