Dmitry Melnikov - Aug 31, 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
Stock symbol
SEMR
Transactions as of
Aug 31, 2021
Transactions value $
-$242,557
Form type
4
Date filed
10/8/2021, 08:56 PM
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 +250K $0.00 250K Aug 31, 2021 Direct
transaction SEMR Class A Common Stock Conversion of derivative security $0 +250K +100% $0.00 500K Sep 10, 2021 Direct
transaction SEMR Class A Common Stock Sale -$2.4K -100 -0.02% $24.00 500K Oct 6, 2021 Direct
transaction SEMR Class A Common Stock Sale -$240K -9.9K -1.98% $24.26 490K Oct 7, 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 -250K -8.76% 2.6M Aug 31, 2021 Class A Common Stock 250K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -250K -9.6% 2.35M Sep 10, 2021 Class A Common Stock 250K $0.00 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.