Oleg Shchegolev - Mar 1, 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Mar 1, 2024
Transactions value $
$0
Form type
4
Date filed
3/5/2024, 07:16 PM
Previous filing
Jan 4, 2024
Next filing
Apr 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Award $0 +318K +7.77% $0.00 4.42M Mar 1, 2024 Direct F1, F2
holding SEMR Class A Common Stock 27.7M Mar 1, 2024 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F3
holding SEMR Class A Common Stock 3.09M Mar 1, 2024 Shchegolev Holdings, LLC F4
holding SEMR Class A Common Stock 3.86M Mar 1, 2024 The Oleg Shchegolev Grantor Retained Annuity Trust II F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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. The RSUs shall vest over a period of three years, with one-third vesting on March 1, 2025, and then in equal quarterly installments over the 24-month period thereafter.
F2 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.
F3 These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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.
F4 These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
F5 These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, 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.