0001628280-24-052116.txt : 20241219 0001628280-24-052116.hdr.sgml : 20241219 20241219174552 ACCESSION NUMBER: 0001628280-24-052116 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241217 FILED AS OF DATE: 20241219 DATE AS OF CHANGE: 20241219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Melnikov Dmitry CENTRAL INDEX KEY: 0001849699 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 241564533 MAIL ADDRESS: STREET 1: C/O SEMRUSH HOLDINGS, INC. STREET 2: 800 BOYLSTON STREET, SUITE 2475 CITY: BOSTON STATE: MA ZIP: 02199 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEMrush Holdings, Inc. CENTRAL INDEX KEY: 0001831840 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology 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 wk-form4_1734648347.xml FORM 4 X0508 4 2024-12-17 0 0001831840 SEMrush Holdings, Inc. SEMR 0001849699 Melnikov Dmitry C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON MA 02199 1 0 1 0 1 Class A Common Stock 2024-12-17 4 S 0 37208 13.27 D 9023093 I The Melnikov Family GRAT Remainder Trust Class A Common Stock 2024-12-18 4 S 0 44592 12.76 D 8978501 I The Melnikov Family GRAT Remainder Trust Class A Common Stock 2024-12-19 4 S 0 37900 12.34 D 8940601 I The Melnikov Family GRAT Remainder Trust Class A Common Stock 1702590 D Class A Common Stock 5924595 I Min Choron LLC Class A Common Stock 914033 I The Dmitry Melnikov Grantor Retained Annuity Trust - Three Class A Common Stock 1644626 I The Dmitry Melnikov Grantor Retained Annuity Trust - Four The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Melnikov Family GRAT Remainder Trust on March 15, 2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $13.12 to $13.49, 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 (2) to this Form 4. 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. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.21 to $13.24, 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 (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.22 to $12.68, 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. 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. These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty 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 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 Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of himself and 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. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of himself and 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. /s/ David Mason, as attorney-in-fact 2024-12-19