0001831840-23-000007.txt : 20230301 0001831840-23-000007.hdr.sgml : 20230301 20230301194634 ACCESSION NUMBER: 0001831840-23-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230227 FILED AS OF DATE: 20230301 DATE AS OF CHANGE: 20230301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shchegolev Oleg CENTRAL INDEX KEY: 0001849417 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 23695896 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] 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_167771797797884.xml FORM 4 X0306 4 2023-02-27 0 0001831840 SEMrush Holdings, Inc. SEMR 0001849417 Shchegolev Oleg C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON MA 02199 1 1 1 0 Chief Executive Officer Class A Common Stock 2023-02-27 4 C 0 1124007 0 A 2163107 D Class A Common Stock 2023-02-27 4 C 0 3236982 0 A 4843696 I Shchegolev Holdings, LLC Class A Common Stock 2023-02-27 4 C 0 27662150 0 A 27662150 I The Oleg Shchegolev Grantor Retained Annuity Trust I Class A Common Stock 2023-02-27 4 C 0 6000000 0 A 6000000 I The Oleg Shchegolev Grantor Retained Annuity Trust II Class B Common Stock 0.0 2023-02-27 4 C 0 1124007 0 D Class A Common Stock 1124007.0 0 D Class B Common Stock 0.0 2023-02-27 4 C 0 3236982 0 D Class A Common Stock 3236982.0 0 I Shchegolev Holdings, LLC Class B Common Stock 0.0 2023-02-27 4 C 0 27662150 0 D Class A Common Stock 27662150.0 14073461 I The Oleg Shchegolev Grantor Retained Annuity Trust I Class B Common Stock 0.0 2023-02-27 4 C 0 6000000 0 D Class A Common Stock 6000000.0 0 I The Oleg Shchegolev Grantor Retained Annuity Trust II 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. A portion of these shares 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 Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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 Oleg Shchegolev Grantor Retained Annuity Trust I, 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 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 Oleg Shchegolev Grantor Retained Annuity Trust II, 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 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. EXHIBIT LIST: EX-24 Oleg Shchegolev Power of Attorney /s/ David Mason, Attorney-in-Fact 2023-03-01 EX-24 2 ex-24.htm OLEG SHCHEGOLEV POWER OF ATTORNEY

POWER  OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David Mason and Sarah Arvesen of Semrush Holdings, Inc. (the "Company") and Jared Fine, Aaron Berman, Yana Shneyderman, and Nathan Needle of Goodwin Procter LLP, the Company's outside counsel, as the undersigned's true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of the Company, (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, as well as any "update passphrase" confirmation requests in connection with such EDGAR codes,  (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule 13G and (v) amendments of each thereof, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or the Company's outside counsel, as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 1, 2023.

/s/ Oleg Shchegolev
________________________
Oleg Shchegolev