Evgeny Fetisov - 20 Oct 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Financial Officer
Signature
/s/ Evgeny Fetisov
Issuer symbol
SEMR
Transactions as of
20 Oct 2022
Net transactions value
-$57,191
Form type
4
Filing time
24 Oct 2022, 16:17:55 UTC
Previous filing
15 Sep 2022
Next filing
27 Oct 2022
SEC
View on sec.gov

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 +2,398 +1.7% $0.000000 144,819 20 Oct 2022 Direct F1
transaction SEMR Class A Common Stock Sale $28,820 -2,398 -1.7% $12.02 142,421 20 Oct 2022 Direct F1, F2
transaction SEMR Class A Common Stock Sale $28,371 -2,361 -1.7% $12.02 140,060 20 Oct 2022 Direct F1, F3

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 Employee Stock Option (Right to Buy) Options Exercise $0 -2,398 -0.31% $0.000000 771,398 20 Oct 2022 Class B Common Stock 2,398 $1.23 Direct F4
transaction SEMR Class B Common Stock Options Exercise +2,398 2,398 20 Oct 2022 Class A Common Stock 2,398 $0.000000 Direct F5
transaction SEMR Class B Common Stock Conversion of derivative security -2,398 -100% 0 20 Oct 2022 Class A Common Stock 2,398 $0.000000 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.0000 to $12.0500, 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 ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.0000 to $12.0800, 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 ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4.
F4 The stock option vests 25% on May 20, 2020 and the remainder vests in equal monthly installments, such that the option will be fully vested as of May 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F5 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.

Remarks:

The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 22, 2022.