Eugenie Levin - 08 May 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
President
Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
08 May 2024
Net transactions value
-$4,743,575
Form type
4
Filing time
10 May 2024, 19:25:32 UTC
Previous filing
04 Apr 2024
Next filing
09 Jul 2024
SEC
View on sec.gov

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 +186,079 +41% $0.000000 635,516 08 May 2024 Direct F1, F2
transaction SEMR Class A Common Stock Conversion of derivative security $0 +90,057 +14% $0.000000 725,573 08 May 2024 Direct F1
transaction SEMR Class A Common Stock Sale $4,194,506 -276,136 -38% $15.19 449,437 08 May 2024 Direct F1, F3, F4
transaction SEMR Class A Common Stock Conversion of derivative security $0 +36,483 +8.1% $0.000000 485,920 09 May 2024 Direct F1
transaction SEMR Class A Common Stock Sale $549,069 -36,483 -7.5% $15.05 449,437 09 May 2024 Direct F1, F3, 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 Employee Stock Option (Right to Buy) Options Exercise $0 -90,057 -100% $0.000000* 0 08 May 2024 Class B Common Stock 90,057 $0.000000 Direct F6
transaction SEMR Class B Common Stock Options Exercise $0 +90,057 +7.4% $0.000000 1,300,857 08 May 2024 Class A Common Stock 90,057 $0.000000 Direct F7
transaction SEMR Class B Common Stock Conversion of derivative security $0 -90,057 -6.9% $0.000000 1,210,800 08 May 2024 Class A Common Stock 90,057 $0.000000 Direct F7
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -186,079 -84% $0.000000 36,483 08 May 2024 Class B Common Stock 186,079 $1.23 Direct F6
transaction SEMR Class B Common Stock Options Exercise $0 +186,079 +15% $0.000000 1,396,879 08 May 2024 Class A Common Stock 186,079 $0.000000 Direct F7
transaction SEMR Class B Common Stock Conversion of derivative security $0 -186,079 -13% $0.000000 1,210,800 08 May 2024 Class A Common Stock 186,079 $0.000000 Direct F7
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -36,483 -100% $0.000000* 0 09 May 2024 Class B Common Stock 36,483 $1.23 Direct F6
transaction SEMR Class B Common Stock Options Exercise $0 +36,483 +3% $0.000000 1,247,283 09 May 2024 Class A Common Stock 36,483 $0.000000 Direct F7
transaction SEMR Class B Common Stock Conversion of derivative security $0 -36,483 -2.9% $0.000000 1,210,800 09 May 2024 Class A Common Stock 36,483 $0.000000 Direct F7
* 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 In previous Form 4 filings, an incorrect amount was reported in Column 5 of Table I by a deficit of 76 shares. The Reporting Person's correct stock ownership is reflected in Column 5 of this Form 4.
F3 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2023.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $15.00 to $15.46, 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 (4) to this Form 4.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $15.00 to $15.22, 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 (5) to this Form 4.
F6 This stock option is fully vested.
F7 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.