Evgeny Fetisov - Oct 26, 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Financial Officer
Signature
/s/ Evgeny Fetisov
Stock symbol
SEMR
Transactions as of
Oct 26, 2022
Transactions value $
-$128,700
Form type
4
Date filed
10/27/2022, 05:29 PM
Previous filing
Oct 24, 2022
Next filing
Mar 21, 2023

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 +10K +7.14% $0.00 150K Oct 26, 2022 Direct F1
transaction SEMR Class A Common Stock Sale -$121K -10K -6.66% $12.12 140K Oct 26, 2022 Direct F1
transaction SEMR Class A Common Stock Sale -$7.55K -623 -0.44% $12.12 139K Oct 26, 2022 Direct F1

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 -10K -1.3% $0.00 761K Oct 26, 2022 Class B Common Stock 10K $1.23 Direct F2
transaction SEMR Class B Common Stock Options Exercise +10K 10K Oct 26, 2022 Class A Common Stock 10K $0.00 Direct F3
transaction SEMR Class B Common Stock Conversion of derivative security -10K -100% 0 Oct 26, 2022 Class A Common Stock 10K $0.00 Direct F3
* 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 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.
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.

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.