Filing Details
- Accession Number:
- 0001849417-21-000012
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-11-12 19:32:27
- Reporting Period:
- 2021-11-10
- Accepted Time:
- 2021-11-12 19:32:27
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Disposition | 2021-11-10 | 500 | $26.93 | 1,785,312 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-11-10 | 200 | $26.92 | 831,031 | No | 4 | S | Indirect | See Footnote |
| Class A Common Stock | Acquisiton | 2021-11-11 | 2,000,000 | $0.00 | 2,831,031 | No | 4 | C | Indirect | See Footnote |
| Class A Common Stock | Disposition | 2021-11-11 | 14,812 | $26.09 | 1,770,500 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2021-11-11 | 10,431 | $26.06 | 2,820,600 | No | 4 | S | Indirect | See Footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | See Footnote |
| No | 4 | C | Indirect | See Footnote |
| No | 4 | S | Direct | |
| No | 4 | S | Indirect | See Footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2021-11-10 | 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 |
|---|---|---|---|---|---|---|
| 3,236,982 | No | 4 | C | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 4,661,922 | 4,661,922 | Direct | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 44,197,696 | 44,197,696 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 4,661,922 | 4,661,922 | Direct | |
| 44,197,696 | 44,197,696 | Indirect |
Footnotes
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.9200 to $26.9500, 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 (1) to this Form 4.
- 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 $26.0000 to $26.2500, 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 $26.0000 to $26.2700, 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 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
- Includes 952,262 shares of Class B common stock that were transferred from the trust described in footnote 8.
- Excludes 952,262 shares of Class B common stock previously held that were transferred to the Reporting Person.
- These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.
Billionaire Hedge Funds
