0001628280-21-006182.txt : 20210330 0001628280-21-006182.hdr.sgml : 20210330 20210330194404 ACCESSION NUMBER: 0001628280-21-006182 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210329 FILED AS OF DATE: 20210330 DATE AS OF CHANGE: 20210330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEMR Holdings Ltd. CENTRAL INDEX KEY: 0001853317 STATE OF INCORPORATION: G4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 21789140 BUSINESS ADDRESS: STREET 1: 2-4 ARCH. MAKARIOS III AVENUE STREET 2: 9TH FLOOR CAPITAL CENTER CITY: NICOSIA PC STATE: G4 ZIP: 1065 BUSINESS PHONE: 646-439-1527 MAIL ADDRESS: STREET 1: 2-4 ARCH. MAKARIOS III AVENUE STREET 2: 9TH FLOOR CAPITAL CENTER CITY: NICOSIA PC STATE: G4 ZIP: 1065 ISSUER: 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 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 4 1 wf-form4_161714782946585.xml FORM 4 X0306 4 2021-03-29 0 0001831840 SEMrush Holdings, Inc. SEMR 0001853317 SEMR Holdings Ltd. 2-4 ARCH. MAKARIOS III AVENUE, 9TH FLOOR CAPITAL CENTRE, NICOSIA, P.C. G4 1065 CYPRUS 0 0 1 0 Common Stock 2021-03-29 4 C 0 14383800 0 A 16256100 D Common Stock 2021-03-29 4 J 0 16256100 0 D 0 D Series A Preferred Stock 2021-03-29 4 C 0 2957000 0 D Common Stock 8871000.0 0 D Series A-1 Preferred Stock 2021-03-29 4 C 0 1837600 0 D Common Stock 5512800.0 0 D Class B Common Stock 2021-03-29 4 J 0 16256100 0 A Class A Common Stock 0.0 16256100 D Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each series of the Issuer's Preferred Stock automatically converted into Common Stock on a 3:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date. 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.. /s/ Sharon Levine, Attorney-in-Fact for SEMR Holdings Limited 2021-03-30