Melnikov Dmitry - 07 Jan 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
10 Jan 2025, 16:56:35 UTC
Prior SEC filing
06 Jan 2025
Next SEC filing
04 Apr 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ David Mason, as attorney-in-fact

Key filing fact

Melnikov Dmitry filed Form 4 for SEMrush Holdings, Inc. (SEMR) on 10 Jan 2025.

Key facts

  • This page summarizes Melnikov Dmitry's Form 4 filing for SEMrush Holdings, Inc. (SEMR).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 10 Jan 2025, 16:56.

Change

  • Previous filing in this sequence was filed on 06 Jan 2025.
  • Current net transaction value: -$29,678.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SEMR transaction

Class A Common Stock

Sale

Transaction value
$12,917
Shares
-1,105
Change %
-0.01%
Price
$11.69
Shares after
8,683,659
Date
07 Jan 2025
Ownership
The Melnikov Family GRAT Remainder Trust
Footnotes
F1, F2, F3
SEMR transaction

Class A Common Stock

Sale

Transaction value
$16,761
Shares
-1,435
Change %
-0.08%
Price
$11.68
Shares after
1,701,155
Date
07 Jan 2025
Ownership
Direct
Footnotes
F4, F5, F6
SEMR holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
5,924,595
Date
07 Jan 2025
Ownership
Min Choron LLC
Footnotes
F7
SEMR holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
914,033
Date
07 Jan 2025
Ownership
The Dmitry Melnikov Grantor Retained Annuity Trust - Three
Footnotes
F8
SEMR holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,644,626
Date
07 Jan 2025
Ownership
The Dmitry Melnikov Grantor Retained Annuity Trust - Four
Footnotes
F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 9 footnotes

Footnote F1

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Melnikov Family GRAT Remainder Trust on March 15, 2024.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.64 to $11.74, 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 this footnote (2) to this Form 4.

Footnote F3

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.

Footnote F4

The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on January 1, 2025. The sale does not represent a discretionary trade by the Reporting Person.

Footnote F5

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.59 to $11.79, 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 this footnote (5) to this Form 4.

Footnote F6

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.

Footnote F7

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.

Footnote F8

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.

Footnote F9

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.

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