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Shchegolev Oleg's Form 4 filing

SEMrush Holdings, Inc. (SEMR) · filed Oct 5, 2021

Accession no.
0001849417-21-000001
Filed
Oct 5, 2021
Trade date
Sep 24-Oct 4, 2021
Filing delay
11 daysLate
Rule 10b5-1 plan
Not on the form (before 2023)

This filing lists 9 non-derivative transactions and 2 derivative transactions. Open-market sales total $834.9K. It was filed 11 days after the trade, past the 2-business-day deadline.

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.

Reporting owners on this filing
OwnerRelationship to the company
Shchegolev OlegCIK 0001849417Director, 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.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Sep 24, 2021Class A Common StockCConversionAcquired+1,000,000$0.00$01,000,000Indirect
Sep 27, 2021Class A Common StockCConversionAcquired+2,000,000$0.00$02,000,000Direct
Oct 1, 2021Class A Common StockSSaleDisposed−7,039$22.96F2−$161,615.44992,961Indirect
Oct 1, 2021Class A Common StockSSaleDisposed−961$23.72F3−$22,794.92992,000Indirect
Oct 1, 2021Class A Common StockSSaleDisposed−9,145$22.97F4−$210,060.651,990,855Direct
Oct 1, 2021Class A Common StockSSaleDisposed−1,255$23.73F5−$29,781.151,989,600Direct
Oct 4, 2021Class A Common StockSSaleDisposed−8,000$22.31F6−$178,480984,000Indirect
Oct 4, 2021Class A Common StockSSaleDisposed−10,300$22.31F7−$229,7931,979,300Direct
Oct 4, 2021Class A Common StockSSaleDisposed−100$23.35F8−$2,3351,979,200Direct

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.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Sep 24, 2021Class A Common StockCConversionDisposed−1,000,000–F9–5,236,982Indirect
Sep 27, 2021Class A Common StockCConversionDisposed−2,000,000–F9–3,700,660Direct

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.

F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.3600 to $23.2800, 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 $23.4600 to $23.7900, 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 $22.3600 to $23.23900, 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 $23.4600 to $23.7900, 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 $22.00 to $22.8600, 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 (6) to this Form 4.

Referenced by the price of 1 transaction in Table I.

F7

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.00 to $22.87, 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 (7) to this Form 4.

Referenced by the price of 1 transaction in Table I.

F8

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.3500 to $23.3500, 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.

F9

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 2 transactions in Table II.

Read the full filing on SEC EDGAR (opens in a new tab)