Dmitry Melnikov - Jul 5, 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Jul 5, 2024
Transactions value $
-$25,838
Form type
4
Date filed
7/9/2024, 04:12 PM
Previous filing
Jun 10, 2024
Next filing
Aug 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$25.8K -1.9K -0.06% $13.63 2.98M Jul 5, 2024 Direct F1, F2, F3
holding SEMR Class A Common Stock 9.38M Jul 5, 2024 The Melnikov Family GRAT Remainder Trust F4
holding SEMR Class A Common Stock 5.92M Jul 5, 2024 Min Choron LLC F5
holding SEMR Class A Common Stock 1.35M Jul 5, 2024 The Dmitry Melnikov Grantor Retained Annuity Trust - Three F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 July 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 $13.58 to $13.90, 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 RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F4 These shares are owned by The Melnikov Family GRAT Remainder Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities, 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.
F5 These shares are owned by Min Choron LLC, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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.