Filing Details
- Accession Number:
- 0001831840-23-000074
- Form Type:
- 4/A
- Zero Holdings:
- No
- Publication Time:
- 2023-12-11 18:48:17
- Reporting Period:
- 2023-09-29
- Accepted Time:
- 2023-12-11 18:48:17
- Original Submission Date:
- 2023-10-05
- 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 | 2023-09-29 | 27,662,150 | $0.00 | 0 | No | 4 | G | Indirect | The Oleg Shchegolev Grantor Retained Annuity Trust I |
| Class A Common Stock | Acquisiton | 2023-09-29 | 27,662,150 | $0.00 | 27,662,150 | No | 4 | G | Indirect | The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 |
| Class A Common Stock | Disposition | 2023-10-03 | 2,398 | $8.03 | 1,956,269 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | G | Indirect | The Oleg Shchegolev Grantor Retained Annuity Trust I |
| No | 4 | G | Indirect | The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 |
| No | 4 | S | Direct |
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 | 2023-09-29 | 10,082,415 | $0.00 | 10,082,415 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2023-09-29 | 10,082,415 | $0.00 | 10,082,415 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | G | Indirect | ||
| 10,082,415 | No | 4 | G | 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 | 3,991,046 | 3,991,046 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 3,991,046 | 3,991,046 | Direct |
Footnotes
- These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT I"), a trust for the benefit of certain members of the Reporting Person's family. 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.
- These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt Trust"), a trust for the benefit of certain members of the Reporting Person's family. 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 sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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.
- A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- 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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
- The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
- The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
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