Oleg Shchegolev - Nov 22, 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 22, 2024
Transactions value $
-$9,660,000
Form type
4
Date filed
11/26/2024, 04:41 PM
Previous filing
Oct 4, 2024
Next filing
Dec 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$9.66M -700K -15.99% $13.80 3.68M Nov 22, 2024 Direct F1, F2
holding SEMR Class A Common Stock 3.86M Nov 22, 2024 The Oleg Shchegolev Grantor Retained Annuity Trust II F3
holding SEMR Class A Common Stock 27.7M Nov 22, 2024 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F4
holding SEMR Class A Common Stock 3.09M Nov 22, 2024 Shchegolev Holdings, LLC F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $13.80 to $14.39, 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 (1) to this Form 4.
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 These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of the Reporting Person and certain members of the Reporting Person's family, and of which the Reporting Person is the sole trustee. 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 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.
F5 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.