Oleg Shchegolev - Apr 1, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ David Mason, Attorney-in-Fact
Stock symbol
SEMR
Transactions as of
Apr 1, 2023
Transactions value $
-$110,106
Form type
4
Date filed
4/4/2023, 09:30 PM
Previous filing
Mar 17, 2023
Next filing
May 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Award $0 +251K +6.53% $0.00 4.09M Apr 1, 2023 Direct F1
transaction SEMR Class A Common Stock Sale -$110K -11.2K -0.27% $9.83 4.08M Apr 3, 2023 Direct F2

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) Award $0 +478K $0.00 478K Apr 1, 2023 Class A Common Stock 478K $7.93 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the RSUs shall vest on April 1, 2024, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on April 1, 2024, at a rate of 6.25% of such RSUs each quarter.
F2 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2022 and represent the sale of shares necessary to meet tax withholding obligations as a result of vesting in restricted stock units on April 1, 2023. The sales do not represent a discretionary trade by the reporting person.
F3 25% of the stock option shall vest on the twelve (12) month anniversary of April 1, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such options each month for the first 35 months and 2.5% of such options for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.