Dmitry Melnikov - Apr 2, 2024 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Apr 2, 2024
Transactions value $
-$18,958
Form type
4/A - Amendment
Date filed
9/3/2024, 05:47 PM
Date Of Original Report
Apr 4, 2024
Previous filing
Jan 5, 2024
Next filing
Jun 10, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$19K -1.45K -0.11% $13.12 1.33M Apr 2, 2024 Direct F1, F3, F4, F5
holding SEMR Class A Common Stock 1.64M Apr 2, 2024 The Dmitry Melnikov Grantor Retained Annuity Trust - Four F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 11, 2024, the reporting person transferred 1,644,626 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration.
F2 These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, 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.
F3 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 April 1, 2024. The sale does not represent a discretionary trade by the Reporting Person.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $13.05 to $13.16, 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 A portion of these shares represent represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

Remarks:

On April 4, 2024, the Reporting Person filed a Form 4 which inadvertently did not reflect the Reporting Person's contribution of 1,644,626 shares of Class A Common Stock to the Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration. Accordingly, each filing previously made for the Reporting Person after April 4, 2024 should be read to reflect this contribution.