Fetisov Evgeny's Form 4/A amendment
AmendedSEMrush Holdings, Inc. (SEMR) · filed Oct 4, 2021
- Accession no.
- 0001849376-21-000004
- Filed
- Oct 4, 2021
- Trade date
- May 10-Sep 29, 2021
- Filing delay
- 147 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 29, 2021
This filing lists 7 non-derivative transactions and 1 derivative transaction. It carries over 12 transactions from the original filing that it did not restate. Open-market sales total $1.46M. It was filed 147 days after the trade.
This amendment restates part of 0001849376-21-000003 (filed Sep 29, 2021). The transactions it did not restate still count and are listed below.
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 |
|---|---|
| Fetisov EvgenyCIK 0001849376 | Officer (Chief Financial Officer) |
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 |
|---|---|---|---|---|---|---|---|---|
| May 10, 2021 | Class A Common Stock | CConversionAcquired | +81,102 | $0.00 | $0 | 81,102 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −21,571 | $25.52F1 | −$550,491.92 | 59,531 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −700 | $26.11F2 | −$18,277 | 58,831 | Direct | |
| Sep 27, 2021 | Class A Common Stock | SSaleDisposed | −200 | $27.37F3 | −$5,474 | 58,631 | Direct | |
| Sep 28, 2021 | Class A Common Stock | SSaleDisposed | −30,029 | $24.09F4 | −$723,398.61 | 28,602 | Direct | |
| Sep 28, 2021 | Class A Common Stock | SSaleDisposed | −200 | $25.03F5 | −$5,006 | 28,402 | Direct | |
| Sep 29, 2021 | Class A Common Stock | SSaleDisposed | −6,300 | $24.55F6 | −$154,665 | 22,102 | 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 |
|---|---|---|---|---|---|---|---|---|
| May 10, 2021 | Class A Common Stock | CConversionDisposed | −81,102 | –F7 | – | 0 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001849376-21-000003 (filed Sep 29, 2021).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2021 | Class A Common Stock | CConversionAcquired | +22,471 | $0.00 | $0 | 22,471 | Direct | |
| Sep 28, 2021 | Class A Common Stock | CConversionAcquired | +30,229 | $0.00 | $0 | 30,229 | Direct | |
| Sep 29, 2021 | Class A Common Stock | CConversionAcquired | +6,300 | $0.00 | $0 | 6,300 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 27, 2021 | Class B Common Stock | MOption exerciseDisposed | −22,471 | $0.00 | $0 | 688,121 | Direct | |
| Sep 27, 2021 | Class A Common Stock | MOption exerciseAcquired | +22,471 | –F8 | – | 22,471 | Direct | |
| Sep 27, 2021 | Class A Common Stock | CConversionDisposed | −22,471 | –F8 | – | 0 | Direct | |
| Sep 28, 2021 | Class B Common Stock | MOption exerciseDisposed | −30,229 | $0.00 | $0 | 657,892 | Direct | |
| Sep 28, 2021 | Class A Common Stock | MOption exerciseAcquired | +30,229 | –F8 | – | 30,229 | Direct | |
| Sep 28, 2021 | Class A Common Stock | CConversionDisposed | −30,229 | –F8 | – | 0 | Direct | |
| Sep 29, 2021 | Class B Common Stock | MOption exerciseDisposed | −6,300 | $0.00 | $0 | 651,592 | Direct | |
| Sep 29, 2021 | Class A Common Stock | MOption exerciseAcquired | +6,300 | –F8 | – | 6,300 | Direct | |
| Sep 29, 2021 | Class A Common Stock | CConversionDisposed | −6,300 | –F8 | – | 0 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F8
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.
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 $25.02 to $26.00, 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 (1) to this Form 4
Referenced by the price of 1 transaction in Table I.
- F2
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.03 to $26.26, 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
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $27.11 to $27.62, 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 (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 $23.65 to $24.34, 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
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.00 to $25.05, 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 (5) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.00 to $25.99, 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 (8) to this Form 4.
Referenced by the price of 1 transaction in Table I.
- F7
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 1 transaction in Table II.
Remarks
The reporting person inadvertently did not report the May 10, 2021 conversion of 81,102 shares of Class B common stock to Class A common stock. Accordingly, each filing previously made for the reporting person after May 10, 2021 should be read to include an additional 81,102 shares of Class A common stock as held directly by the reporting person in column 5 of Table I. On September 29, 2021, the Reporting person filed a Form 4 which erroneously included an exercise of options and conversion of shares of Class B common stock to Class A common stock on each of September 27, 2021, September 28, 2021 and September 29, 2021, and the subsequent sale of such shares. This Form 4/A has been filed to report that the exercise of options and related conversion of shares of Class B common stock did not occur. This Form 4/A shows the six sales of Class A shares that did occur on such dates. On September 29, 2021, the Reporting Person filed a Form 4 which, due to a scrivener's error, stated the price in Box 4 of Table 1 for 21,571 shares of common stock sold on September, 27, 2021 as $21.571 per share. This has been corrected to show the correct per share price of $25.5171.