0001831840-24-000021.txt : 20240510 0001831840-24-000021.hdr.sgml : 20240510 20240510192532 ACCESSION NUMBER: 0001831840-24-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240508 FILED AS OF DATE: 20240510 DATE AS OF CHANGE: 20240510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levin Eugenie CENTRAL INDEX KEY: 0001849697 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40276 FILM NUMBER: 24936553 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 1 wk-form4_1715383521.xml FORM 4 X0508 4 2024-05-08 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 2024-05-08 4 C 0 186079 0 A 635516 D Class A Common Stock 2024-05-08 4 C 0 90057 0 A 725573 D Class A Common Stock 2024-05-08 4 S 0 276136 15.19 D 449437 D Class A Common Stock 2024-05-09 4 C 0 36483 0 A 485920 D Class A Common Stock 2024-05-09 4 S 0 36483 15.05 D 449437 D Employee Stock Option (Right to Buy) 0 2024-05-08 4 M 0 90057 0 D 2027-01-26 Class B Common Stock 90057 0 D Class B Common Stock 0 2024-05-08 4 M 0 90057 0 A Class A Common Stock 90057 1300857 D Class B Common Stock 0 2024-05-08 4 C 0 90057 0 D Class A Common Stock 90057 1210800 D Employee Stock Option (Right to Buy) 1.23 2024-05-08 4 M 0 186079 0 D 2029-04-01 Class B Common Stock 186079 36483 D Class B Common Stock 0 2024-05-08 4 M 0 186079 0 A Class A Common Stock 186079 1396879 D Class B Common Stock 0 2024-05-08 4 C 0 186079 0 D Class A Common Stock 186079 1210800 D Employee Stock Option (Right to Buy) 1.23 2024-05-09 4 M 0 36483 0 D 2029-04-01 Class B Common Stock 36483 0 D Class B Common Stock 0 2024-05-09 4 M 0 36483 0 A Class A Common Stock 36483 1247283 D Class B Common Stock 0 2024-05-09 4 C 0 36483 0 D Class A Common Stock 36483 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. In previous Form 4 filings, an incorrect amount was reported in Column 5 of Table I by a deficit of 76 shares. The Reporting Person's correct stock ownership is reflected in Column 5 of this Form 4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $15.00 to $15.46, 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 this 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 $15.00 to $15.22, 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 (5) to this Form 4. This 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. /s/ David Mason, as attorney-in-fact 2024-05-10