Andrew Warden - 16 Nov 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
16 Nov 2022
Net transactions value
-$152,172
Form type
4
Filing time
10 Jan 2025, 18:14:06 UTC
Previous filing
05 Apr 2022
Next filing
05 Apr 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale $43,466 -4,523 -5% $9.61 85,572 16 Nov 2022 Direct F1, F2, F3
transaction SEMR Class A Common Stock Sale $9,616 -1,167 -1.4% $8.24 84,405 09 Jan 2023 Direct F3, F4, F5
transaction SEMR Class A Common Stock Sale $99,090 -8,462 -3% $11.71 276,656 07 Jan 2025 Direct F3, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 October 1, 2022. The sale does not represent a discretionary trade by the Reporting Person.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $9.45 to $9.83, 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.
F3 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.
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 RSUs on January 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $8.06 to $8.40, 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.
F6 The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of RSUs on January 1, 2025. The sale does not represent a discretionary trade by the Reporting Person.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.55 to $11.82, 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 (7) to this Form 4.
F8 On April 5, 2023, the Reporting Person filed a Form 4 which erroneously stated "53,430" as the number of Class A Common Stock beneficially owned following reported transaction(s) in column 5 of Table I instead of "81,184". The balance in column 5 of Table I of this Form 4 corrects this error.