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Filing Details

Accession Number:: 0001831840-23-000044
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-10-05 19:48:35
Reporting Period:: 2023-10-03

Accepted Time:: 2023-10-05 19:48:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831840	Semrush Holdings Inc.	SEMR	Services-Prepackaged Software (7372)	844053265

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1849417	Oleg Shchegolev	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-10-03	2,398	$8.03	5,821,897	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	3,843,296	Indirect	Shchegolev Holdings, LLC
Class A Common Stock	6,000,000	Indirect	The Oleg Shchegolev Grantor Retained Annuity Trust II
Class A Common Stock	23,671,104	Indirect	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			14,073,461	14,073,461	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	14,073,461	14,073,461	Indirect

Footnotes

The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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 (2) to this Form 4.
A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
The amount of Class A Common Stock includes 3,991,046 shares of the Issuer's Class A Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.
These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC 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.
These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of certain members of the Reporting Person's family. 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.
The amount of Class A Common Stock includes 23,671,104 shares of the Issuer's Class A Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.
These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. 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.
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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
The amount of Class B Common Stock includes 14,073,461 shares of the Issuer's Class B Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.