Eugenie Levin - Jul 24, 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
President
Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Jul 24, 2024
Transactions value $
$0
Form type
4
Date filed
7/26/2024, 05:02 PM
Previous filing
Jul 9, 2024
Next filing
Oct 4, 2024

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 +160K +35.9% $0.00 606K Jul 24, 2024 Direct F1

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 $0 -160K -58.95% $0.00 111K Jul 24, 2024 Class B Common Stock 160K $1.23 Direct F2
transaction SEMR Class B Common Stock Options Exercise +160K +13.21% 1.37M Jul 24, 2024 Class A Common Stock 160K $0.00 Direct F3
transaction SEMR Class B Common Stock Conversion of derivative security -160K -11.67% 1.21M Jul 24, 2024 Class A Common Stock 160K $0.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F2 The stock option is fully vested.
F3 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:

On November 7, 2023, the Reporting Person filed a Form 4 which erroneously stated "281,308" as the number of derivative securities beneficially owned following reported transaction(s) in column 9 of Table II instead of "271,408". The balance in column 9 of Table II of this Form 4 corrects this error.