Shchegolev Oleg's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Dec 5, 2023
- Accession no.
- 0001831840-23-000071
- Filed
- Dec 5, 2023
- Trade date
- Nov 29-30, 2023
- Filing delay
- 6 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Dec 1, 2023
This filing lists 2 non-derivative transactions. Open-market sales total $1.04M. It was filed 6 days after the trade.
This amendment replaces 0001831840-23-000068 (filed Dec 1, 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 |
|---|---|
| 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.
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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2023.
- F2
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.00 to $11.20, 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
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 $11.00 to $11.13, 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
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.
- F6
These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of certain members of the Reporting Person's family. 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.
- F7
These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. 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.
Remarks
On December 1, 2023, the Reporting Person filed a Form 4 which incorrectly reported that the Reporting Person sold shares of Class A Common Stock that were held directly by the Reporting Person on November 29, 2023 and November 30, 2023. This Form 4/A makes the correction to report that the Reporting Person sold shares of Class A Common Stock that were held indirectly through Shchegolev Holdings, LLC on each such date.