Oleg Shchegolev - Sep 29, 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
Sep 29, 2023
Transactions value $
-$19,256
Form type
4/A - Amendment
Date filed
12/11/2023, 06:48 PM
Date Of Original Report
Oct 5, 2023
Previous filing
Aug 8, 2023
Next filing
Oct 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Gift $0 -27.7M -100% $0.00* 0 Sep 29, 2023 The Oleg Shchegolev Grantor Retained Annuity Trust I F1
transaction SEMR Class A Common Stock Gift $0 +27.7M $0.00 27.7M Sep 29, 2023 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F2
transaction SEMR Class A Common Stock Sale -$19.3K -2.4K -0.12% $8.03 1.96M Oct 3, 2023 Direct F3, F4, F5

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 Gift $0 -10.1M -100% $0.00* 0 Sep 29, 2023 Class A Common Stock 10.1M $0.00 The Oleg Shchegolev Grantor Retained Annuity Trust I F1, F6, F7
transaction SEMR Class B Common Stock Gift $0 +10.1M $0.00 10.1M Sep 29, 2023 Class A Common Stock 10.1M $0.00 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F2, F6
holding SEMR Class B Common Stock 3.99M Sep 29, 2023 Class A Common Stock 3.99M $0.00 Direct F6, F8
* 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 The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT I"), a trust for the benefit of certain members of the Reporting Person's family. 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 Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt Trust"), a trust for the benefit of certain members of the Reporting Person's family. 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 sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
F5 A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F6 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.
F7 The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
F8 The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.

Remarks:

On October 5, 2023, the Reporting Person filed a Form 4 which incorrectly described that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class A Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 23,671,104 shares of Class A Common Stock and 14,073,461 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5. This Form 4/A makes the correction to indicate that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class B Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 27,662,150 shares of Class A Common Stock and 10,082,415 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5.