0001831840-23-000074.txt : 20231211 0001831840-23-000074.hdr.sgml : 20231211 20231211184817 ACCESSION NUMBER: 0001831840-23-000074 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231211 DATE AS OF CHANGE: 20231211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shchegolev Oleg CENTRAL INDEX KEY: 0001849417 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 231479598 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/A 1 wk-form4a_1702338487.xml FORM 4/A X0508 4/A 2023-09-29 2023-10-05 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 0 Class A Common Stock 2023-09-29 4 G 0 27662150 0 D 0 I The Oleg Shchegolev Grantor Retained Annuity Trust I Class A Common Stock 2023-09-29 4 G 0 27662150 0 A 27662150 I The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 Class A Common Stock 2023-10-03 4 S 0 2398 8.03 D 1956269 D Class B Common Stock 0 2023-09-29 4 G 0 10082415 0 D Class A Common Stock 10082415 0 I The Oleg Shchegolev Grantor Retained Annuity Trust I Class B Common Stock 0 2023-09-29 4 G 0 10082415 0 A Class A Common Stock 10082415 10082415 I The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 Class B Common Stock 0 Class A Common Stock 3991046 3991046 D These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT 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 Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt 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 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 sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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. A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 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. The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13. The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13. On October 5, 2023, the Reporting Person filed a Form 4 which incorrectly described that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class A Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 23,671,104 shares of Class A Common Stock and 14,073,461 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5. This Form 4/A makes the correction to indicate that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class B Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 27,662,150 shares of Class A Common Stock and 10,082,415 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5. /s/ David Mason, as attorney-in-fact 2023-12-11