Oleg Shchegolev - Sep 24, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ Sharon Levine, Attorney-in-fact of the Reporting Person
Stock symbol
SEMR
Transactions as of
Sep 24, 2021
Transactions value $
-$834,804
Form type
4
Date filed
10/5/2021, 09:27 PM
Next filing
Oct 8, 2021

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 +1M $0.00 1M Sep 24, 2021 See Footnote F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +2M $0.00 2M Sep 27, 2021 Direct
transaction SEMR Class A Common Stock Sale -$162K -7.04K -0.7% $22.96 993K Oct 1, 2021 See Footnote F1, F2
transaction SEMR Class A Common Stock Sale -$22.8K -961 -0.1% $23.72 992K Oct 1, 2021 See Footnote F1, F3
transaction SEMR Class A Common Stock Sale -$210K -9.15K -0.46% $22.97 1.99M Oct 1, 2021 Direct F4
transaction SEMR Class A Common Stock Sale -$29.8K -1.26K -0.06% $23.73 1.99M Oct 1, 2021 Direct F5
transaction SEMR Class A Common Stock Sale -$178K -8K -0.81% $22.31 984K Oct 4, 2021 See Footnote F1, F6
transaction SEMR Class A Common Stock Sale -$230K -10.3K -0.52% $22.31 1.98M Oct 4, 2021 Direct F7
transaction SEMR Class A Common Stock Sale -$2.34K -100 -0.01% $23.35 1.98M Oct 4, 2021 Direct F8

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 -1M -16.03% 5.24M Sep 24, 2021 Class A Common Stock 1M $0.00 See Footnote F1, F9
transaction SEMR Class B Common Stock Conversion of derivative security -2M -35.08% 3.7M Sep 27, 2021 Class A Common Stock 2M $0.00 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. Concord Trust Company is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.3600 to $23.2800, 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 $23.4600 to $23.7900, 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 $22.3600 to $23.23900, 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 $23.4600 to $23.7900, 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 $22.00 to $22.8600, 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 (6) to this Form 4.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.00 to $22.87, 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 (7) to this Form 4.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.3500 to $23.3500, 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.
F9 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