Shchegolev Oleg's Form 4 filing
SEMrush Holdings, Inc. (SEMR) · filed Nov 12, 2021
- Accession no.
- 0001849417-21-000012
- Filed
- Nov 12, 2021
- Trade date
- Nov 10-11, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 5 non-derivative transactions and 1 derivative transaction. Open-market sales total $677.1K. It was filed 2 days after the trade.
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 10, 2021 | Class A Common Stock | SSaleDisposed | −500 | $26.93F1 | −$13,465 | 1,785,312 | Direct | |
| Nov 10, 2021 | Class A Common Stock | SSaleDisposed | −200 | $26.92 | −$5,384 | 831,031 | Indirect | |
| Nov 11, 2021 | Class A Common Stock | CConversionAcquired | +2,000,000 | $0.00 | $0 | 2,831,031 | Indirect | |
| Nov 11, 2021 | Class A Common Stock | SSaleDisposed | −14,812 | $26.09F3 | −$386,445.08 | 1,770,500 | Direct | |
| Nov 11, 2021 | Class A Common Stock | SSaleDisposed | −10,431 | $26.06F4 | −$271,831.86 | 2,820,600 | Indirect |
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 |
|---|---|---|---|---|---|---|---|---|
| Nov 10, 2021 | Class A Common Stock | CConversionDisposed | −2,000,000 | –F5 | – | 3,236,982 | 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
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.9200 to $26.9500, 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.
- F3
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.0000 to $26.2500, 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 $26.0000 to $26.2700, 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 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2021.