Dmitry Melnikov - Nov 20, 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Nov 20, 2024
Transactions value $
-$940,671
Form type
4
Date filed
11/22/2024, 04:19 PM
Previous filing
Oct 4, 2024
Next filing
Dec 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Other -$941K -66.7K -3.77% $14.11 1.7M Nov 20, 2024 Direct F1, F2, F3
holding SEMR Class A Common Stock 9.18M Nov 20, 2024 The Melnikov Family GRAT Remainder Trust F4
holding SEMR Class A Common Stock 5.92M Nov 20, 2024 Min Choron LLC F5
holding SEMR Class A Common Stock 914K Nov 20, 2024 The Dmitry Melnikov Grantor Retained Annuity Trust - Three F3, F6
holding SEMR Class A Common Stock 1.64M Nov 20, 2024 The Dmitry Melnikov Grantor Retained Annuity Trust - Four F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares contributed to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, the Reporting Person received shares of the Fund in an amount equal to the value of shares contributed, based on the closing price of the common stock as of market close on the day before the contribution.
F2 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.
F3 Reflects 432,942 shares of the Issuer's Class A Common Stock transferred from The Dmitry Melnikov Grantor Retained Annuity Trust - Three to the Reporting Person on November 18, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
F4 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.
F5 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.
F6 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.
F7 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.