Eugenie Levin - Oct 4, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Strategy and CDO
Signature
/s/ Sharon Levine, Attorney-in-fact
Stock symbol
SEMR
Transactions as of
Oct 4, 2021
Transactions value $
-$69,062
Form type
4
Date filed
10/6/2021, 09:25 PM
Previous filing
Oct 6, 2021
Next filing
Oct 12, 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 +3K $0.00 3K Oct 4, 2021 Direct
transaction SEMR Class A Common Stock Sale -$65.5K -2.95K -98.33% $22.21 50 Oct 4, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$1.15K -50 -100% $23.05 0 Oct 4, 2021 Direct
transaction SEMR Class A Common Stock Conversion of derivative security $0 +100 $0.00 100 Oct 6, 2021 Direct
transaction SEMR Class A Common Stock Sale -$2.4K -100 -100% $24.00 0 Oct 6, 2021 Direct

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 Employee Stock Option (Right to Buy) Options Exercise $0 -3K -0.76% $0.00 391K Oct 4, 2021 Class B Common Stock 3K $1.23 Direct F2
transaction SEMR Class B Common Stock Options Exercise +3K +0.24% 1.26M Oct 4, 2021 Class A Common Stock 3K $0.00 Direct F3
transaction SEMR Class B Common Stock Conversion of derivative security -3K -0.24% 1.26M Oct 4, 2021 Class A Common Stock 3K $0.00 Direct F3
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -100 -0.03% $0.00 391K Oct 6, 2021 Class B Common Stock 100 $1.23 Direct F2
transaction SEMR Class B Common Stock Options Exercise +100 +0.01% 1.26M Oct 6, 2021 Class A Common Stock 100 $0.00 Direct F3
transaction SEMR Class B Common Stock Conversion of derivative security -100 -0.01% 1.26M Oct 4, 2021 Class A Common Stock 100 $0.00 Direct F3
* 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 $22.0000 to $22.8000 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 stock option vests in equal monthly installments, such that the option will be fully vested as of April 1, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F3 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2021.