Shchegolev Oleg's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Feb 14, 2023
- Accession no.
- 0001628280-23-003561
- Filed
- Feb 14, 2023
- Trade date
- Aug 4-5, 2022
- Filing delay
- 194 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Aug 8, 2022
This filing lists 2 non-derivative transactions. Open-market sales total $650.8K. It was filed 194 days after the trade.
This amendment replaces 0001831840-22-000047 (filed Aug 8, 2022).
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 |
|---|---|
| Shchegolev OlegCIK 0001849417 | Director, Officer (Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 4, 2022 | Class A Common Stock | SSaleDisposed | −16,548 | $12.96 | −$214,462.08 | 2,092,063 | Indirect | |
| Aug 5, 2022 | Class A Common Stock | SSaleDisposed | −33,930 | $12.86 | −$436,339.8 | 2,058,133 | Indirect |
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.6800 to $13.1500, 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 (1) to this Form 4.
- F2
The Reporting Person's Form 4 filed on August 8, 2022, incorrectly listed the number of shares of Class A Common Stock sold on August 4, 2022 as 16,448 shares, as opposed to 16,548 shares. Therefore, the total amount of securities beneficially owned by the Reporting Person and reported in column 5 of Table I was overstated by the difference in the amount of these shares in each of the Forms 4 filed after August 8, 2022 and before February 14, 2023.
- F3
These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.6400 to $13.0800, 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.
Remarks
The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2022.