Oleg Shchegolev - Nov 10, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ Sharon Levine, Attorney-in Fact
Stock symbol
SEMR
Transactions as of
Nov 10, 2021
Transactions value $
-$677,188
Form type
4
Date filed
11/12/2021, 06:32 PM
Previous filing
Nov 10, 2021
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$13.5K -500 -0.03% $26.93 1.79M Nov 10, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$5.38K -200 -0.02% $26.92 831K Nov 10, 2021 See Footnote F2
transaction SEMR Class A Common Stock Conversion of derivative security $0 +2M +240.66% $0.00 2.83M Nov 11, 2021 See Footnote F2
transaction SEMR Class A Common Stock Sale -$386K -14.8K -0.83% $26.09 1.77M Nov 11, 2021 Direct F3
transaction SEMR Class A Common Stock Sale -$272K -10.4K -0.37% $26.06 2.82M Nov 11, 2021 See Footnote F2, F4

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 -2M -38.19% 3.24M Nov 10, 2021 Class A Common Stock 2M $0.00 See Footnote F2, F5
holding SEMR Class B Common Stock 4.66M Nov 10, 2021 Class A Common Stock 4.66M $0.00 Direct F5, F6
holding SEMR Class B Common Stock 44.2M Nov 10, 2021 Class A Common Stock 44.2M $0.00 See Footnote F5, F7, F8
* 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 $26.9200 to $26.9500, 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 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.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.0000 to $26.2500, 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 $26.0000 to $26.2700, 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 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
F6 Includes 952,262 shares of Class B common stock that were transferred from the trust described in footnote 8.
F7 Excludes 952,262 shares of Class B common stock previously held that were transferred to the Reporting Person.
F8 These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.

Remarks:

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2021.