Oleg Shchegolev - Feb 27, 2023 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Feb 27, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
12/11/2023, 06:34 PM
Date Of Original Report
Mar 1, 2023
Previous filing
Aug 29, 2022
Next filing
Mar 17, 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 +1.12M +96.52% $0.00 2.29M Feb 27, 2023 Direct F1, F2
* 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 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.

Remarks:

On March 1, 2023, the Reporting Person filed a Form 4 which inadvertently did not include the 125,418 RSUs that the Reporting Person received on April 1, 2022 as held directly by the Reporting Person in column 5 of Table I. Accordingly, each filing previously made for the Reporting Person after February 27, 2023 should be read to include an additional 125,418 shares of Class A Common Stock as held directly by the Reporting Person in column 5 of Table I.