Levin Eugenie's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Nov 14, 2023
- Accession no.
- 0001831840-23-000053
- Filed
- Nov 14, 2023
- Trade date
- Nov 1-2, 2023
- Filing delay
- 13 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Nov 2, 2023
This filing lists 6 non-derivative transactions and 9 derivative transactions. Open-market sales total $297.0K. It was filed 13 days after the trade.
This amendment replaces 0001831840-23-000046 (filed Nov 2, 2023).
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 |
|---|---|
| Levin EugenieCIK 0001849697 | Officer (President) |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 1, 2023 | Class A Common Stock | CConversionAcquired | +11,266 | $0.00 | $0 | 173,713 | Direct | |
| Nov 1, 2023 | Class A Common Stock | CConversionAcquired | +19,012 | $0.00 | $0 | 192,725 | Direct | |
| Nov 1, 2023 | Class A Common Stock | SSaleDisposed | −30,278 | $7.56F3 | −$228,901.68 | 162,447 | Direct | |
| Nov 2, 2023 | Class A Common Stock | CConversionAcquired | +8,798 | $0.00 | $0 | 171,245 | Direct | |
| Nov 2, 2023 | Class A Common Stock | SSaleDisposed | −8,698 | $7.73F4 | −$67,235.54 | 162,547 | Direct | |
| Nov 2, 2023 | Class A Common Stock | SSaleDisposed | −100 | $8.45 | −$845 | 162,447 | Direct |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 1, 2023 | Class B Common Stock | MOption exerciseDisposed | −11,266 | $0.00 | $0 | 191,534 | Direct | |
| Nov 1, 2023 | Class A Common Stock | MOption exerciseAcquired | +11,266 | –F6 | – | 1,222,066 | Direct | |
| Nov 1, 2023 | Class A Common Stock | CConversionDisposed | −11,266 | –F6 | – | 1,210,800 | Direct | |
| Nov 1, 2023 | Class B Common Stock | MOption exerciseDisposed | −19,012 | $0.00 | $0 | 481,580 | Direct | |
| Nov 1, 2023 | Class A Common Stock | MOption exerciseAcquired | +19,012 | –F6 | – | 1,229,812 | Direct | |
| Nov 1, 2023 | Class A Common Stock | CConversionDisposed | −19,012 | –F6 | – | 1,210,800 | Direct | |
| Nov 2, 2023 | Class B Common Stock | MOption exerciseDisposed | −8,798 | $0.00 | $0 | 472,782 | Direct | |
| Nov 2, 2023 | Class A Common Stock | MOption exerciseAcquired | +8,798 | –F6 | – | 1,219,598 | Direct | |
| Nov 2, 2023 | Class A Common Stock | CConversionDisposed | −8,798 | –F6 | – | 1,210,800 | 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
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.
- F2
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.
- F3
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.
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 $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.
Referenced by the price of 1 transaction in Table I.
- F5
The stock option is fully vested.
- F6
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 6 transactions in Table II.
Remarks
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.