Filing Details
- Accession Number:
- 0001831840-22-000055
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2022-09-01 18:09:55
- Reporting Period:
- 2022-08-30
- Accepted Time:
- 2022-09-01 18:09:55
- 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 |
|---|---|---|---|---|---|---|---|
| 1849376 | Evgeny Fetisov | C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199 | Chief Financial 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 | 2022-08-30 | 40,000 | $0.00 | 182,421 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2022-08-30 | 40,000 | $12.06 | 142,421 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| 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 | 2022-08-30 | 40,000 | $0.00 | 40,000 | $1.23 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2022-08-30 | 40,000 | $0.00 | 40,000 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2022-08-30 | 40,000 | $0.00 | 40,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 832,796 | 2029-05-20 | No | 4 | M | Direct | |
| 40,000 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct |
Footnotes
- A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.0000 to $12.3500, 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 ("SEC"), 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 stock option vests 25% on May 20, 2020 and the remainder vests in equal monthly installments, such that the option will be fully vested as of May 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.
- The number reported in Column 9 is the aggregate total of Employee Stock Option (Right to Buy) outstanding with an expiration date of May 20, 2029 (the "2019 Employee Stock Option"). The 2019 Employee Stock Option has been previously reported on two separate lines in this Table II for its incentive stock option portion and its non-qualified stock option portion, respectively. See Mr. Fetisov's Form 3 filed on March 24, 2021 and Form 4 filed on March 29, 2021. Given that the economic terms of these options are identical, they will be treated as the same class in this report and future reports.
- 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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