Oleg Shchegolev - Nov 25, 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 25, 2024
Transactions value $
$0
Form type
4
Date filed
12/12/2024, 07:43 PM
Previous filing
Nov 26, 2024
Next filing
Dec 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Other $0 -144K -3.91% $0.00 3.53M Nov 25, 2024 Direct F1, F2
transaction SEMR Class A Common Stock Gift $0 -350K -9.9% $0.00 3.18M Dec 10, 2024 Direct F2, F3
holding SEMR Class A Common Stock 3.86M Nov 25, 2024 The Oleg Shchegolev Grantor Retained Annuity Trust II F4
holding SEMR Class A Common Stock 27.7M Nov 25, 2024 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F5
holding SEMR Class A Common Stock 3.09M Nov 25, 2024 Shchegolev Holdings, LLC F6
* 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 will receive 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 February 18, 2025.
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 Represents shares that the Reporting Person donated as a gift to the RJ Charitable Foundation, a donor advised fund.
F4 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.
F5 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.
F6 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.