| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SEMR | Class A Common Stock | Sale | -$37.1K | -2.9K | -0.07% | $12.77 | 4.1M | Jan 3, 2024 | Direct | F1, F2, F3, F4 |
| holding | SEMR | Class A Common Stock | 3.09M | Jan 3, 2024 | Shchegolev Holdings, LLC | F5 | |||||
| holding | SEMR | Class A Common Stock | 3.86M | Jan 3, 2024 | The Oleg Shchegolev Grantor Retained Annuity Trust II | F6, F7 | |||||
| holding | SEMR | Class A Common Stock | 27.7M | Jan 3, 2024 | The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 | F8 |
| Id | Content |
|---|---|
| F1 | 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 January 1, 2024. The sale does not represent a discretionary trade by the Reporting Person. |
| F2 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.67 to $13.00, 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 this footnote (2) to this Form 4. |
| F3 | 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. |
| F4 | The amount of Class A Common Stock includes 2,144,626 shares of the Issuer's Class A Common Stock that The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT II") distributed without value to the Reporting Person on December 15, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13. |
| F5 | These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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. |
| F6 | The amount of Class A Common Stock excludes 2,144,626 shares of the Issuer's Class A Common Stock that GRAT II distributed without value to the Reporting Person on December 15, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13. |
| F7 | These shares are owned by GRAT II, 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. |
| F8 | These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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. |