0001011438-23-000296.txt : 20230214 0001011438-23-000296.hdr.sgml : 20230214 20230214160836 ACCESSION NUMBER: 0001011438-23-000296 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: QUINCY J. LEE GROUP MEMBERS: TRANGO II, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEMrush Holdings, Inc. CENTRAL INDEX KEY: 0001831840 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 844053265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92465 FILM NUMBER: 23629157 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET, SUITE 2475 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 800-851-9959 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET, SUITE 2475 CITY: BOSTON STATE: MA ZIP: 02199 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ancient Art, L.P. CENTRAL INDEX KEY: 0001426749 IRS NUMBER: 010626221 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1110 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512.351.4440 MAIL ADDRESS: STREET 1: 500 WEST 5TH STREET STREET 2: SUITE 1110 CITY: AUSTIN STATE: TX ZIP: 78701 SC 13G/A 1 form_sc13ga-semrush.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Semrush Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
81686C104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)



     
CUSIP No. 81686C104
    
               
1
  
NAME OF REPORTING PERSONS
Ancient Art, L.P.
  
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
  
3
  
SEC USE ONLY
  
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
  
               
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
5
  
SOLE VOTING POWER
0
  
 
6
  
SHARED VOTING POWER
3,298,329
  
 
7
  
SOLE DISPOSITIVE POWER
0
  
 
8
  
SHARED DISPOSITIVE POWER
3,298,329
  
               
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,298,329
  
10
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
  
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% **
  
12
  
TYPE OF REPORTING PERSON*
PN, IA
  
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4(b).



     
CUSIP No. 81686C104
    
               
1
  
NAME OF REPORTING PERSONS
Trango II, L.L.C.
  
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
  
3
  
SEC USE ONLY
  
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
  
               
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
5
  
SOLE VOTING POWER
0
  
 
6
  
SHARED VOTING POWER
3,298,329
  
 
7
  
SOLE DISPOSITIVE POWER
0
  
 
8
  
SHARED DISPOSITIVE POWER
3,298,329
  
               
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,298,329
  
10
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
  
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% **
  
12
  
TYPE OF REPORTING PERSON*
OO, HC
  
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4(b).



     
CUSIP No. 81686C104
    
               
1
  
NAME OF REPORTING PERSONS
Quincy J. Lee
  
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
  
3
  
SEC USE ONLY
  
4
  
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
  
               
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
  
5
  
SOLE VOTING POWER
0
  
 
6
  
SHARED VOTING POWER
3,298,329
  
 
7
  
SOLE DISPOSITIVE POWER
0
  
 
8
  
SHARED DISPOSITIVE POWER
3,298,329
  
               
9
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,298,329
  
10
  
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
  
11
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6% **
  
12
  
TYPE OF REPORTING PERSON*
IN, HC
  
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4(b).



AMENDMENT NO. 4 TO SCHEDULE 13G
This Amendment No. 4 to Schedule 13G (this “Amendment No. 4”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on April 14, 2021, as amended on November 10, 2021, as amended on December 10, 2021, and as amended on February 14, 2022 (the “Schedule 13G”). This Amendment No. 4 relates to shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), of Semrush Holdings, Inc., a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Ancient Art, L.P. (“Ancient Art”), a Texas limited partnership, as the investment manager to the Teton Capital Partners, L.P. (the “Fund”), (ii) Trango II, L.L.C. (“Trango”), a Texas limited liability company, as the general partner of Ancient Art, and (iii) Quincy J. Lee, the principal of Trango (collectively, the “Reporting Persons”). All shares of Class A Common Stock are held by the Fund.

Item 1(a)
Name of Issuer.
Semrush Holdings, Inc. (the “Issuer”)

Item 1(b)
Address of Issuer’s Principal Executive Offices.
800 Boylston Street, Suite 2475
Boston, MA 02199

Item 2(a)
Name of Person Filing.
(i) Ancient Art, L.P. (“Ancient Art”), (ii) Trango II, L.L.C. (“Trango”) and (iii) Quincy J. Lee.

Item 2(b)
Address of Principal Business Office, or, if none, Residence.
500 West 5th Street, Suite 1110
Austin, Texas 78701

Item 2(c)
Citizenship or Place of Organization.
Ancient Art is a Texas limited partnership. Trango is a Texas limited liability company. Mr. Lee is a United States citizen.

Item 2(d)
Title of Class of Securities.
Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”).

Item 2(e)
CUSIP Number.
81686C104



Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
         
(a)
  
☐
  
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
(b)
  
☐
  
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
(c)
  
☐
  
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
         
(d)
  
☐
  
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
(e)
  
☒
  
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
     
(f)
  
☐
  
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
(g)
  
☒
  
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
(h)
  
☐
  
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
(i)
  
☐
  
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
     
(j)
  
☐
  
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership.
 
(a)
The Reporting Persons may be deemed the beneficial owner of 3,298,329 shares of Class A Common Stock held by the Fund.
 
(b)
The Reporting Persons may be deemed the beneficial owners of 7.6% of the Issuer’s outstanding shares of Class A Common Stock. This percentage was calculated by dividing (i) 3,298,329, the number of shares of Class A Common Stock held by the Fund, by (ii) 43,638,756, the number of shares of Class A Common Stock issued and outstanding as of November 8, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.
 
(c)
The Reporting Persons have the shared power to vote and dispose of the 3,298,329 shares of Class A Common Stock held by Fund.
Item 5
Ownership of Five Percent or Less of a Class.
Inapplicable.

Item 6
Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.


Item 8
Identification and Classification of Members of the Group.
Inapplicable.

Item 9
Notice of Dissolution of Group.
Inapplicable.

Item 10
Certification.
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
 
 Ancient Art, L.P.
 
 
 
 By:  Trango II, L.L.C., its general partner
 
 
 
         By:  /s/ Quincy J. Lee
 
         Name: Quincy J. Lee
           Title:   Manager
 
 Trango II, L.L.C.
 
 
 
 By:       /s/ Quincy J. Lee
 
Name:  Quincy J. Lee
  Title:      Manager
   
 
/s/ Quincy J. Lee
 
Quincy J. Lee