0001831840-23-000072.txt : 20231205 0001831840-23-000072.hdr.sgml : 20231205 20231205212842 ACCESSION NUMBER: 0001831840-23-000072 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231205 DATE AS OF CHANGE: 20231205 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: 231468303 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 wk-form4_1701829713.xml FORM 4 X0508 4 2023-12-01 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 1 Class A Common Stock 2023-12-01 4 S 0 56376 11.21 D 3692514 I Shchegolev Holdings, LLC Class A Common Stock 2023-12-04 4 S 0 106077 11.17 D 3586437 I Shchegolev Holdings, LLC Class A Common Stock 2023-12-05 4 S 0 42741 11.16 D 3543696 I Shchegolev Holdings, LLC Class A Common Stock 5821897 D Class A Common Stock 6000000 I The Oleg Shchegolev Grantor Retained Annuity Trust II Class A Common Stock 23671104 I The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.40, 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 footnote (2) to this Form 4. 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.03 to $11.46, 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 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 $11.00 to $11.31, 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 footnote (5) to this Form 4. 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 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. These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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. /s/ David Mason, as attorney-in-fact 2023-12-05