Humenik Delbert M's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Oct 6, 2021
- Accession no.
- 0001472414-21-000003
- Filed
- Oct 6, 2021
- Trade date
- Sep 27, 2021
- Filing delay
- 9 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Oct 1, 2021
This filing lists 1 derivative transaction. It carries over 27 transactions from the original filing that it did not restate. Open-market sales total $3.61M. It was filed 9 days after the trade.
This amendment restates part of 0001472414-21-000002 (filed Oct 1, 2021). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Humenik Delbert MCIK 0001472414 | Officer (Chief Revenue Officer) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2021 | Class A Common Stock | CConversionDisposed | −90,000 | –F1 | – | 0 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001472414-21-000002 (filed Oct 1, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2021 | Class A Common Stock | CConversionAcquired | +90,000 | $0.00 | $0 | 136,948 | Direct | |
| Sep 27, 2021 | Class A Common Stock | CConversionAcquired | +17,336 | $0.00 | $0 | 154,284 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −21,236 | $25.52F2 | −$541,942.72 | 133,048 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −900 | $26.12F3 | −$23,508 | 132,148 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −200 | $27.39F4 | −$5,478 | 131,948 | Direct | |
| Sep 28, 2021 | Class A Common Stock | CConversionAcquired | +31,375 | $0.00 | $0 | 163,323 | Direct | |
| Sep 28, 2021 | Class A Common Stock | SSaleDisposed | −31,275 | $24.03F5 | −$751,538.25 | 132,048 | Direct | |
| Sep 28, 2021 | Class A Common Stock | SSaleDisposed | −100 | $25.01F6 | −$2,501 | 131,948 | Direct | |
| Sep 29, 2021 | Class A Common Stock | CConversionAcquired | +1,289 | $0.00 | $0 | 133,237 | Direct | |
| Sep 29, 2021 | Class A Common Stock | SSaleDisposed | −29,990 | $24.23F7 | −$726,657.7 | 103,247 | Direct | |
| Sep 29, 2021 | Class A Common Stock | SSaleDisposed | −20,030 | $24.74F8 | −$495,542.2 | 83,217 | Direct | |
| Sep 30, 2021 | Class A Common Stock | CConversionAcquired | +10,000 | $0.00 | $0 | 93,217 | Direct | |
| Sep 30, 2021 | Class A Common Stock | SSaleDisposed | −36,269 | $22.79F9 | −$826,570.51 | 56,948 | Direct | |
| Sep 30, 2021 | Class A Common Stock | SSaleDisposed | −9,900 | $23.22F10 | −$229,878 | 47,048 | Direct | |
| Sep 30, 2021 | Class A Common Stock | SSaleDisposed | −100 | $24.07F11 | −$2,407 | 46,948 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2021 | Class B Common Stock | MOption exerciseDisposed | −17,336 | $0.00 | $0 | 388,594 | Direct | |
| Sep 27, 2021 | Class A Common Stock | MOption exerciseAcquired | +17,336 | –F12 | – | 17,336 | Direct | |
| Sep 27, 2021 | Class A Common Stock | CConversionDisposed | −17,336 | –F12 | – | 0 | Direct | |
| Sep 28, 2021 | Class B Common Stock | MOption exerciseDisposed | −31,375 | $0.00 | $0 | 357,219 | Direct | |
| Sep 28, 2021 | Class A Common Stock | MOption exerciseAcquired | +31,375 | –F12 | – | 31,375 | Direct | |
| Sep 28, 2021 | Class A Common Stock | CConversionDisposed | −31,375 | –F12 | – | 0 | Direct | |
| Sep 29, 2021 | Class B Common Stock | MOption exerciseDisposed | −1,289 | $0.00 | $0 | 355,930 | Direct | |
| Sep 29, 2021 | Class A Common Stock | MOption exerciseAcquired | +1,289 | –F12 | – | 1,289 | Direct | |
| Sep 29, 2021 | Class A Common Stock | CConversionDisposed | −1,289 | –F12 | – | 0 | Direct | |
| Sep 30, 2021 | Class B Common Stock | MOption exerciseDisposed | −10,000 | $0.00 | $0 | 345,930 | Direct | |
| Sep 27, 2021 | Class A Common Stock | MOption exerciseAcquired | +10,000 | –F12 | – | 10,000 | Direct | |
| Sep 30, 2021 | Class A Common Stock | CConversionDisposed | −10,000 | –F12 | – | 0 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F2
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.03 to $25.97, 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.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.03 to $26.47, 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.
Referenced by the price of 1 transaction in Table I.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $27.15 to $27.62, 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.
Referenced by the price of 1 transaction in Table I.
- F5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.6100 to $24.6099, 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.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.010 to $26.0099, 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.
Referenced by the price of 1 transaction in Table I.
- F7
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.5400 to $24.5399, 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 (6) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F8
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.5400 to $25.5399, 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 (7) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F9
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.0600 to $23.0599, 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 (8) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F10
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.0600 to $24.0599, 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 (9) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F11
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.0700 to $25.0699, 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 (10) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F12
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.
Referenced by the price of 8 transactions in Table II.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 1 transaction in Table II.
Remarks
On October 1, 2021, the Reporting Person filed a Form 4, which incorrectly stated that, following the conversion of 90,000 shares of Class B Common Stock into Class A Common Stock on a 1:1 basis on September 27, 2021, the Reporting Person was the beneficial owner of 405,930 shares of Class B Common Stock. This has been corrected in this Form 4/A to indicate that, following the conversion of 90,000 shares of Class B Common Stock into shares of Class A Common Stock on September 27, 2021, the Reporting Person held 0 shares of Class B Common Stock.