Evgeny Fetisov - 10 May 2021 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Financial Officer
Signature
/s/ Sharon Levine, Attorney-in-fact
Issuer symbol
SEMR
Transactions as of
10 May 2021
Net transactions value
-$1,457,279
Form type
4/A - Amendment
Filing time
04 Oct 2021, 17:53:57 UTC
Date Of Original Report
29 Sep 2021
Next filing
24 Aug 2021
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 +81,102 $0.000000 81,102 10 May 2021 Direct
transaction SEMR Class A Common Stock Sale $550,429 -21,571 -27% $25.52 59,531 27 Sep 2021 Direct F1
transaction SEMR Class A Common Stock Sale $18,277 -700 -1.2% $26.11 58,831 27 Sep 2021 Direct F2
transaction SEMR Class A Common Stock Sale $5,473 -200 -0.34% $27.36 58,631 27 Sep 2021 Direct F3
transaction SEMR Class A Common Stock Sale $723,456 -30,029 -51% $24.09 28,602 28 Sep 2021 Direct F4
transaction SEMR Class A Common Stock Sale $5,005 -200 -0.7% $25.03 28,402 28 Sep 2021 Direct F5
transaction SEMR Class A Common Stock Sale $154,638 -6,300 -22% $24.55 22,102 29 Sep 2021 Direct F6

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 Class B Common Stock Conversion of derivative security -81,102 -100% 0 10 May 2021 Class A Common Stock 81,102 $0.000000 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.02 to $26.00, 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 footnote (1) to this Form 4
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.03 to $26.26, 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 footnote (2) to this Form 4
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $27.11 to $27.62, 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 footnote (3) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.65 to $24.34, 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 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 $25.00 to $25.05, 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 footnote (5) to this Form 4.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.00 to $25.99, 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 footnote (8) to this Form 4.
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.

Remarks:

The reporting person inadvertently did not report the May 10, 2021 conversion of 81,102 shares of Class B common stock to Class A common stock. Accordingly, each filing previously made for the reporting person after May 10, 2021 should be read to include an additional 81,102 shares of Class A common stock as held directly by the reporting person in column 5 of Table I. On September 29, 2021, the Reporting person filed a Form 4 which erroneously included an exercise of options and conversion of shares of Class B common stock to Class A common stock on each of September 27, 2021, September 28, 2021 and September 29, 2021, and the subsequent sale of such shares. This Form 4/A has been filed to report that the exercise of options and related conversion of shares of Class B common stock did not occur. This Form 4/A shows the six sales of Class A shares that did occur on such dates. On September 29, 2021, the Reporting Person filed a Form 4 which, due to a scrivener's error, stated the price in Box 4 of Table 1 for 21,571 shares of common stock sold on September, 27, 2021 as $21.571 per share. This has been corrected to show the correct per share price of $25.5171.