0001472414-21-000007.txt : 20211020 0001472414-21-000007.hdr.sgml : 20211020 20211020190224 ACCESSION NUMBER: 0001472414-21-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211018 FILED AS OF DATE: 20211020 DATE AS OF CHANGE: 20211020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humenik Delbert M CENTRAL INDEX KEY: 0001472414 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 211335242 MAIL ADDRESS: STREET 1: 911 PANORAMA TRAIL SOUTH CITY: ROCHESTER STATE: NY ZIP: 14625 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_163477092794824.xml FORM 4 X0306 4 2021-10-18 0 0001831840 SEMrush Holdings, Inc. SEMR 0001472414 Humenik Delbert M C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON MA 02199 0 1 0 0 Chief Revenue Officer Class A Common Stock 2021-10-18 4 C 0 22874 0 A 69822 D Class A Common Stock 2021-10-18 4 S 0 21611 22.0239 D 48211 D Class A Common Stock 2021-10-18 4 S 0 1263 22.6169 D 46948 D Class A Common Stock 2021-10-18 4 C 0 37126 0 A 84074 D Class A Common Stock 2021-10-19 4 S 0 5860 22.5738 D 78214 D Class A Common Stock 2021-10-18 4 S 0 30179 23.2546 D 48035 D Class A Common Stock 2021-10-18 4 S 0 1087 23.93 D 46948 D Employee Stock Option (Right to Buy) 0.79 2021-10-18 4 M 0 22874 0 D 2027-08-21 Class B Common Stock 22874.0 203056 D Class B Common Stock 0.0 2021-10-18 4 M 0 22874 A Class A Common Stock 22874.0 22874 D Class B Common Stock 0.0 2021-10-18 4 C 0 22874 D Class A Common Stock 22874.0 0 D Employee Stock Option (Right to Buy) 0.79 2021-10-19 4 M 0 37126 0 D 2027-08-21 Class B Common Stock 37126.0 165930 D Class B Common Stock 0.0 2021-10-19 4 M 0 37126 A Class A Common Stock 37126.0 37126 D Class B Common Stock 0.0 2021-10-19 4 C 0 37126 D Class A Common Stock 37126.0 0 D The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $21.5100 to $22.5000, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.5200 to $22.7600, 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 (3) 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 $22.9000 to $22.8900, 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 $22.9000 to $23.8900, 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. The stock option is fully-vested. 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 IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2021. /s/ Sharon Levine, Attorney-in-fact 2021-10-20