Melnikov Dmitry - 31 Aug 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Operating Officer, Director, 10%+ Owner
Signature
/s/ Sharon Levine, Attorney-in-fact of the Reporting Person
Issuer symbol
SEMR
Transactions as of
31 Aug 2021
Net transactions value
-$242,557
Form type
4
Filing time
08 Oct 2021, 20:56:49 UTC
Next filing
12 Oct 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 +250,000 $0.000000 250,000 31 Aug 2021 Direct
transaction SEMR Class A Common Stock Conversion of derivative security $0 +250,000 +100% $0.000000 500,000 10 Sep 2021 Direct
transaction SEMR Class A Common Stock Sale $2,400 -100 -0.02% $24.00 499,900 06 Oct 2021 Direct
transaction SEMR Class A Common Stock Sale $240,157 -9,900 -2% $24.26 490,000 07 Oct 2021 Direct F1

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 -250,000 -8.8% 2,604,860 31 Aug 2021 Class A Common Stock 250,000 $0.000000 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -250,000 -9.6% 2,354,860 10 Sep 2021 Class A Common Stock 250,000 $0.000000 Direct F2
* 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 $24.0000 to $24.5700, 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 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 10, 2021.