Eugenie Levin - Dec 7, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
President
Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Dec 7, 2023
Transactions value $
-$434,892
Form type
4
Date filed
12/11/2023, 07:31 PM
Previous filing
Dec 1, 2023
Next filing
Jan 4, 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 +27.8K +10.21% $0.00 300K Dec 7, 2023 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +11.3K +3.75% $0.00 312K Dec 7, 2023 Direct F1
transaction SEMR Class A Common Stock Sale -$310K -27.8K -8.93% $11.13 284K Dec 7, 2023 Direct F1, F2, F3
transaction SEMR Class A Common Stock Sale -$125K -11.3K -3.97% $11.12 272K Dec 7, 2023 Direct F1, F2, F4

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 -11.3K -7.7% $0.00 135K Dec 7, 2023 Class B Common Stock 11.3K $0.00 Direct F5
transaction SEMR Class B Common Stock Options Exercise +11.3K +0.93% 1.22M Dec 7, 2023 Class A Common Stock 11.3K $0.00 Direct F6
transaction SEMR Class B Common Stock Conversion of derivative security -11.3K -0.92% 1.21M Dec 7, 2023 Class A Common Stock 11.3K $0.00 Direct F6
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -27.8K -7.69% $0.00 334K Dec 7, 2023 Class B Common Stock 27.8K $1.23 Direct F5
transaction SEMR Class B Common Stock Options Exercise +27.8K +2.3% 1.24M Dec 7, 2023 Class A Common Stock 27.8K $0.00 Direct F6
transaction SEMR Class B Common Stock Conversion of derivative security -27.8K -2.25% 1.21M Dec 7, 2023 Class A Common Stock 27.8K $0.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.96 to $11.43, 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 (3) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.96 to $11.58, 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 The stock option is fully vested.
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 IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.