Dmitry Melnikov - Feb 24, 2023 Form 4/A Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Feb 24, 2023
Transactions value $
$0
Form type
4/A
Date filed
1/5/2024, 05:13 PM
Date Of Original Report
Feb 27, 2023
Previous filing
Feb 27, 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 +401.04% $0.00 2.32M Feb 24, 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 February 27, 2023, the Reporting Person filed a Form 4 which inadvertently did not include the 62,709 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 62,709 shares of Class A Common Stock as held directly by the Reporting Person in column 5 of Table I.