Melnikov Dmitry's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Sep 3, 2024
- Accession no.
- 0001831840-24-000055
- Filed
- Sep 3, 2024
- Trade date
- Apr 2, 2024
- Filing delay
- 154 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Apr 4, 2024
This filing lists 1 non-derivative transaction. Open-market sales total $19.0K. It was filed 154 days after the trade.
This amendment replaces 0001628280-24-014935 (filed Apr 4, 2024).
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 |
|---|---|
| Melnikov DmitryCIK 0001849699 | Director, 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 |
|---|---|---|---|---|---|---|---|---|
| Apr 2, 2024 | Class A Common Stock | SSaleDisposed | −1,445 | $13.12F4 | −$18,958.4 | 1,327,537 | 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
On March 11, 2024, the reporting person transferred 1,644,626 shares of Class A Common Stock to The Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration.
- F2
These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 April 1, 2024. 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 $13.05 to $13.16, 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
A portion of these shares represent represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
Remarks
On April 4, 2024, the Reporting Person filed a Form 4 which inadvertently did not reflect the Reporting Person's contribution of 1,644,626 shares of Class A Common Stock to the Dmitry Melnikov Grantor Retained Annuity Trust - Four for no consideration. Accordingly, each filing previously made for the Reporting Person after April 4, 2024 should be read to reflect this contribution.