Dmitry Melnikov - Mar 9, 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Operating Officer, Director, 10%+ Owner
Signature
/s/ Sharon Levine, Attorney-in Fact
Stock symbol
SEMR
Transactions as of
Mar 9, 2022
Transactions value $
$0
Form type
4
Date filed
3/11/2022, 04:03 PM
Previous filing
Jan 4, 2022
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Conversion of derivative security $0 +100K $0.00 100K Mar 9, 2022 See Footnote F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +100K $0.00 100K Mar 9, 2022 See Footnote F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SEMR Class B Common Stock Conversion of derivative security -100K -1.69% 5.82M Mar 9, 2022 Class A Common Stock 100K $0.00 See Footnote F1, F3
transaction SEMR Class B Common Stock Conversion of derivative security -100K -0.51% 19.7M Mar 9, 2022 Class A Common Stock 100K $0.00 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty 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.
F2 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.
F3 The Class B common stock is convertible at any time at the option of the holder into Class A common stock on a one-to-one basis and will mandatorily convert into Class A common stock on the date that is seven years from the date of the prospectus used in connection with the IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.
F4 These shares are owned by two trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution, of which 19,263,056 shares of Class B common stock are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One and 406,089 shares of Class B common stock are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Two. 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.