Dmitry Melnikov - Nov 23, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Operating Officer, Director, 10%+ Owner
Signature
/s/ Sharon Levine, Attorney-in Fact
Stock symbol
SEMR
Transactions as of
Nov 23, 2021
Transactions value $
-$9,840,000
Form type
4
Date filed
11/24/2021, 07:20 PM
Previous filing
Nov 17, 2021
Next filing
Jan 4, 2022

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 +500K +125% $0.00 900K Nov 23, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$9.84M -500K -55.56% $19.68 400K Nov 23, 2021 Direct F2

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 $0 -500K -21.23% $0.00 1.85M Nov 23, 2021 Class A Common Stock 500K $0.00 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021.
F2 Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021, the Reporting Person sold 500,000 shares of Class A Common Stock, at a price per share of $19.68 (after underwriting discounts and commissions). The Reporting Person was a selling stockholder in the registered public offering.
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.