0001831840-23-000053.txt : 20231114 0001831840-23-000053.hdr.sgml : 20231114 20231114190136 ACCESSION NUMBER: 0001831840-23-000053 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231101 FILED AS OF DATE: 20231114 DATE AS OF CHANGE: 20231114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levin Eugenie CENTRAL INDEX KEY: 0001849697 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 231408551 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_1700006479.xml FORM 4/A X0508 4/A 2023-11-01 2023-11-02 0 0001831840 SEMrush Holdings, Inc. SEMR 0001849697 Levin Eugenie C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON MA 02199 0 1 0 0 President 1 Class A Common Stock 2023-11-01 4 C 0 11266 0 A 173713 D Class A Common Stock 2023-11-01 4 C 0 19012 0 A 192725 D Class A Common Stock 2023-11-01 4 S 0 30278 7.56 D 162447 D Class A Common Stock 2023-11-02 4 C 0 8798 0 A 171245 D Class A Common Stock 2023-11-02 4 S 0 8698 7.73 D 162547 D Class A Common Stock 2023-11-02 4 S 0 100 8.45 D 162447 D Employee Stock Option (Right to Buy) 0 2023-11-01 4 M 0 11266 0 D 2027-01-26 Class B Common Stock 11266 191534 D Class B Common Stock 0 2023-11-01 4 M 0 11266 A Class A Common Stock 11266 1222066 D Class B Common Stock 0 2023-11-01 4 C 0 11266 D Class A Common Stock 11266 1210800 D Employee Stock Option (Right to Buy) 1.23 2023-11-01 4 M 0 19012 0 D 2029-04-01 Class B Common Stock 19012 481580 D Class B Common Stock 0 2023-11-01 4 M 0 19012 A Class A Common Stock 19012 1229812 D Class B Common Stock 0 2023-11-01 4 C 0 19012 D Class A Common Stock 19012 1210800 D Employee Stock Option (Right to Buy) 1.23 2023-11-02 4 M 0 8798 0 D 2029-04-01 Class B Common Stock 8798 472782 D Class B Common Stock 0 2023-11-02 4 M 0 8798 A Class A Common Stock 8798 1219598 D Class B Common Stock 0 2023-11-02 4 C 0 8798 D Class A Common Stock 8798 1210800 D 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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.37 to $8.11, 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 (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 $7.38 to $8.30, 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. 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. On November 2, 2023, the Reporting Person filed a Form 4 to report the sale of shares resulting from the exercise of certain employee stock options. The Form 4 inadvertently did not report the Rule 16b-3 exempt exercise of options and related conversion of shares of Class B Common Stock to Class A Common Stock on November 1, 2023 and November 2, 2023. This Form 4/A makes the correction to indicate that the exercise of options and related conversion of shares of Class B Common Stock to Class A Common Stock occurred on such dates. /s/ David Mason, as attorney-in-fact 2023-11-14