Dmitry Melnikov - Feb 23, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Director, 10%+ Owner
Signature
/s/ David Mason, Attorney-in-Fact
Stock symbol
SEMR
Transactions as of
Feb 23, 2023
Transactions value $
$0
Form type
4
Date filed
2/27/2023, 06:22 PM
Previous filing
Feb 23, 2023
Next filing
Jan 5, 2024

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 +1.85M +463.95% $0.00 2.25M Feb 24, 2023 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +10.5M +11184% $0.00 10.6M Feb 23, 2023 The Dmitry Melnikov Grantor Retained Annuity Trust - One F1, F2
transaction SEMR Class A Common Stock Conversion of derivative security $0 +1.76M $0.00 1.76M Feb 23, 2023 The Dmitry Melnikov Grantor Retained Annuity Trust - Three 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 Class B Common Stock Conversion of derivative security $0 -1.85M -100% $0.00* 0 Feb 24, 2023 Class A Common Stock 1.85M $0.00 Direct F1
transaction SEMR Class B Common Stock Conversion of derivative security $0 -10.5M -58.76% $0.00 7.39M Feb 23, 2023 Class A Common Stock 10.5M $0.00 The Dmitry Melnikov Grantor Retained Annuity Trust - One F1, F2
transaction SEMR Class B Common Stock Conversion of derivative security $0 -1.76M -100% $0.00* 0 Feb 23, 2023 Class A Common Stock 1.76M $0.00 The Dmitry Melnikov Grantor Retained Annuity Trust - Three F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
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 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, 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.

Remarks:

EXHIBIT LIST: EX-24 Dmitry Melnikov Power of Attorney