Semrush Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.00001 par value per share
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(Title of Class of Securities)
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81686C104
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of This Statement)
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☒ |
Rule 13d-1(b)
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☐ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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1
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NAMES OF REPORTING PERSONS
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Cat Rock Capital Management, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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6
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SHARED VOTING POWER
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8,596,358
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7
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SOLE DISPOSITIVE POWER
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0 |
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8
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SHARED DISPOSITIVE POWER
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8,596,358
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,596,358
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.18%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF REPORTING PERSONS
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ALEXANDER CAPTAIN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☐
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|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0 |
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||||
6
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SHARED VOTING POWER
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8,596,358
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7
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SOLE DISPOSITIVE POWER
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0 |
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||||
8
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SHARED DISPOSITIVE POWER
|
|
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8,596,358
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|
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,596,358
|
|
|
|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|
||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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7.18%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC, IN
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Item 1(a). |
Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c). |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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Item 2(e). |
CUSIP Number:
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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:
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(a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
(b) |
☐ | Bank as defined in Section 3(a)(6) of the Act; |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
(e) | ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ☒ | A parent holding company or control person in accordance with Rule 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; |
(j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership.
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(a)
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Amount Beneficially Owned:
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8,596,358
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(b)
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Percent of Class:
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7.18%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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0
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(ii)
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shared power to vote or to direct the vote:
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8,596,358
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||
(iii)
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sole power to dispose or to direct the disposition of:
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0
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(iv)
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shared power to dispose or to direct the disposition of:
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8,596,358
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Item 5. |
Ownership of Five Percent or Less of a Class.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Item 8. |
Identification and Classification of Members of the Group.
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Item 9. |
Notice of Dissolution of Group.
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Item 10. |
Certification.
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CAT ROCK CAPITAL MANAGEMENT LP
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By:
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/s/ Alexander Captain
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Name:
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Alexander Captain
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Title:
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Chief Executive Officer
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ALEXANDER CAPTAIN
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/s/ Alexander Captain
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February 14, 2024 |
Joint Filing Agreement, dated February 14, 2024
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CAT ROCK CAPITAL MANAGEMENT LP
|
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By:
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/s/ Alexander Captain
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Name:
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Alexander Captain
|
||
Title:
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Chief Executive Officer
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ALEXANDER CAPTAIN
|
||
/s/ Alexander Captain
|
||
February 14, 2024
|