Delbert M. Humenik - 27 Oct 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Revenue Officer
Signature
/s/ Sharon Levine, Attorney-in-fact
Issuer symbol
SEMR
Transactions as of
27 Oct 2021
Net transactions value
-$732,752
Form type
4
Filing time
29 Oct 2021, 16:22:09 UTC
Previous filing
27 Oct 2021
Next filing
03 Nov 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Conversion of derivative security $0 +11,779 +25% $0.000000 58,727 27 Oct 2021 Direct F1
transaction SEMR Class A Common Stock Sale $270,309 -11,779 -20% $22.95 46,948 27 Oct 2021 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +19,695 +42% $0.000000 66,643 28 Oct 2021 Direct F1
transaction SEMR Class A Common Stock Sale $227,632 -9,695 -15% $23.48 56,948 28 Oct 2021 Direct F1, F2
transaction SEMR Class A Common Stock Sale $234,811 -10,000 -18% $23.48 46,948 28 Oct 2021 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise -11,779 -8.6% 125,625 27 Oct 2021 Class B Common Stock 11,779 $0.7900 Direct F4, F5
transaction SEMR Class B Common Stock Options Exercise +11,779 11,779 27 Oct 2021 Class A Common Stock 11,779 $0.000000 Direct F5
transaction SEMR Class B Common Stock Conversion of derivative security -11,779 -100% 0 27 Oct 2021 Class A Common Stock 11,779 $0.000000 Direct F5
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise -19,695 -16% 105,930 28 Oct 2021 Class B Common Stock 19,695 $0.7900 Direct F4, F5
transaction SEMR Class B Common Stock Options Exercise +19,695 19,695 28 Oct 2021 Class A Common Stock 19,695 $0.000000 Direct F5
transaction SEMR Class B Common Stock Conversion of derivative security -19,695 -100% 0 28 Oct 2021 Class A Common Stock 19,695 $0.000000 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.24 to $23.70, 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.24 to $23.68, 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.
F4 The stock option is fully-vested.
F5 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.

Remarks:

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2021.