Shchegolev Oleg's Form 4 filing
SEMrush Holdings, Inc.SEMR · filed Mar 10, 2026
- Accession no.
- 0001628280-26-016622
- Filed
- Mar 10, 2026
- Trade date
- Mar 9, 2026
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction. Open-market sales total $2.39M. It was filed 1 day after the trade.
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 Technology 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 |
|---|---|---|---|---|---|---|---|---|
| Mar 9, 2026 | Class A Common Stock | SSaleDisposed | −200,000 | $11.93F1 | −$2,386,000 | 7,174,188 | Direct |
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 $11.93 to $11.94, 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 (1) to this Form 4.
Referenced by the price of 1 transaction in Table I.
Remarks
The transaction reported may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. As noted in the Form 4 filed by the Reporting Person on February 12, 2026, Shchegolev Holdings, LLC previously contributed 144,000 shares of Issuer to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, the Reporting Person received shares of the Fund in an amount equal to the value of shares contributed ("Fund Shares"). On February 10, 2026, pursuant to the governing documents of the Fund, the Reporting Person elected to exchange the Fund Shares for the originally contributed Issuer shares, in the same amount as originally contributed (based on the closing price of the Issuer's Class A Common Stock as of market close on February 10, 2026 ($11.84), such Issuer shares had a value of $1,704,960) which were transferred back to Shchegolev Holdings, LLC. Because the sale price for the transaction in this Form 4 exceeds the closing price of the Issuer's Class A Common Stock on the date the aforementioned shares were transferred back to Shchegolev Holdings, LLC, the Reporting Person has agreed to voluntarily disgorge to Issuer any profit, as determined for purposes of Section 16(b), from these transactions.