Shchegolev Oleg's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Dec 11, 2023
- Accession no.
- 0001831840-23-000074
- Filed
- Dec 11, 2023
- Trade date
- Sep 29-Oct 3, 2023
- Filing delay
- 73 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Oct 5, 2023
This filing lists 3 non-derivative transactions and 2 derivative transactions. Open-market sales total $19.3K. It was filed 73 days after the trade.
This amendment replaces 0001831840-23-000044 (filed Oct 5, 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.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2023 | Class A Common Stock | GGiftDisposed | −27,662,150 | $0.00 | $0 | 0 | Indirect | |
| Sep 29, 2023 | Class A Common Stock | GGiftAcquired | +27,662,150 | $0.00 | $0 | 27,662,150 | Indirect | |
| Oct 3, 2023 | Class A Common Stock | SSaleDisposed | −2,398 | $8.03F4 | −$19,255.94 | 1,956,269 | 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 |
|---|---|---|---|---|---|---|---|---|
| Sep 29, 2023 | Class A Common Stock | GGiftDisposed | −10,082,415 | $0.00 | $0 | 0 | Indirect | |
| Sep 29, 2023 | Class A Common Stock | GGiftAcquired | +10,082,415 | $0.00 | $0 | 10,082,415 | 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
These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT I"), 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.
- F2
These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt Trust"), 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.
- F3
The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
- F4
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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 RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- 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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
- F7
The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
- F8
The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.
Remarks
On October 5, 2023, the Reporting Person filed a Form 4 which incorrectly described that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class A Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 23,671,104 shares of Class A Common Stock and 14,073,461 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5. This Form 4/A makes the correction to indicate that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class B Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 27,662,150 shares of Class A Common Stock and 10,082,415 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5.