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Filing Details

Accession Number:: 0001628280-25-016855
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-04-04 17:36:03
Reporting Period:: 2025-04-02

Filing Date:: 2025-04-04
Accepted Time:: 2025-04-04 17:36:03
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
1849699	Dmitry Melnikov	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2025-04-02	1,405	$9.45	2,609,939	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	8,683,659	Indirect	The Melnikov Family GRAT Remainder Trust
Class A Common Stock	5,924,595	Indirect	Min Choron LLC
Class A Common Stock	914,033	Indirect	The Dmitry Melnikov Grantor Retained Annuity Trust - Three
Class A Common Stock	734,437	Indirect	The Dmitry Melnikov Grantor Retained Annuity Trust - Four

Footnotes

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 April 1, 2025. 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 $9.34 to $9.58, 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 this footnote (2) 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 amount of Class A Common Stock includes 910,189 shares of the Issuer's Class A Common Stock transferred from The Dmitry Melnikov Grantor Retained Annuity Trust - Four to the Reporting Person on March 12, 2025 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
These shares are owned by The Melnikov Family GRAT Remainder 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, 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 Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of himself and 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 amount of Class A Common Stock reflects that 910,189 shares of the Issuer's Class A Common Stock were transferred (without value) from The Dmitry Melnikov Grantor Retained Annuity Trust - Four to the Reporting Person on March 12, 2025 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of himself and 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.