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Filing Details

Accession Number:: 0001831840-24-000008
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-01-05 17:45:15
Reporting Period:: 2023-12-15

Accepted Time:: 2024-01-05 17:45:15
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
1849699	Dmitry Melnikov	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199		Yes	No	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	2023-12-15	9,383,659	$0.00	0	No	4	G	Indirect	The Dmitry Melnikov Grantor Retained Annuity Trust - One
Class A Common Stock	Acquisiton	2023-12-15	9,383,659	$0.00	9,383,659	No	4	G	Indirect	The Melnikov Family GRAT Remainder Trust
Class A Common Stock	Disposition	2024-01-03	1,452	$12.74	2,973,608	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	G	Indirect	The Dmitry Melnikov Grantor Retained Annuity Trust - One
No	4	G	Indirect	The Melnikov Family GRAT Remainder Trust
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2023-12-15	7,387,995	$0.00	7,387,995	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2023-12-15	7,387,995	$0.00	7,387,995	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	G	Indirect
7,387,995			No	4	G	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,346,975	Indirect	The Dmitry Melnikov Grantor Retained Annuity Trust - Three
Class A Common Stock	5,924,595	Indirect	Min Choron LLC

Footnotes

The amount of Class A Common Stock excludes 1,235,716 shares of the Issuer's Class A Common Stock that The Dmitry Melnikov Grantor Retained Annuity Trust - One ("GRAT One") distributed without value to the Reporting Person on December 15, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
These shares are owned by GRAT One, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 Melnikov Family GRAT Remainder Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities, 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 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 January 1, 2024. 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 $12.69 to $12.84, 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 this footnote (5) to this Form 4.
The amount of Class A Common Stock includes 1,235,716 shares of the Issuer's Class A Common Stock that GRAT One distributed without value to the Reporting Person on December 15, 2023 and 408,910 shares of the Issuer's Class A Common Stock that The Dmitry Melnikov Grantor Retained Annuity Trust - Three ("GRAT Three") distributed without value to the Reporting Person on December 13, 2023, in each case as an annuity payment which was exempt pursuant to Rule 16a-13.
A portion of these shares represent represent restricted stock units ("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 excludes 408,910 shares of the Issuer's Class A Common Stock that GRAT Three distributed without value to the Reporting Person on December 13, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
These shares are owned by GRAT Three, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 Min Choron LLC, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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.