0001831840-24-000055.txt : 20240903 0001831840-24-000055.hdr.sgml : 20240903 20240903174733 ACCESSION NUMBER: 0001831840-24-000055 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240402 FILED AS OF DATE: 20240903 DATE AS OF CHANGE: 20240903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Melnikov Dmitry CENTRAL INDEX KEY: 0001849699 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 241275275 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/A 1 wk-form4a_1725400047.xml FORM 4/A X0508 4/A 2024-04-02 2024-04-04 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 0 Class A Common Stock 1644626 I The Dmitry Melnikov Grantor Retained Annuity Trust - Four Class A Common Stock 2024-04-02 4 S 0 1445 13.12 D 1327537 D On March 11, 2024, the reporting person transferred 1,644,626 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, 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. 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 April 1, 2024. 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 $13.05 to $13.16, 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. A portion of these shares represent represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. On April 4, 2024, the Reporting Person filed a Form 4 which inadvertently did not reflect the Reporting Person's contribution of 1,644,626 shares of Class A Common Stock to the Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration. Accordingly, each filing previously made for the Reporting Person after April 4, 2024 should be read to reflect this contribution. /s/ David Mason, as attorney-in-fact 2024-09-03