Shchegolev Oleg 的 Form 4/A 修正申報
修正SEMrush Holdings, Inc.（SEMR），2023/12/11 申報
- 申報編號
- 0001831840-23-000074
- 申報時間
- 2023/12/11
- 交易日
- 2023/9/29-10/3
- 申報延遲
- 73 天
- 10b5-1 計畫
- 沒有勾選
- 原始申報日
- 2023/10/5
這份申報列了 3 筆非衍生性交易、2 筆衍生性交易。公開市場賣出合計 $1.93 萬。交易後 73 天申報。
這份修正申報取代了 0001831840-23-000044（2023/10/5 申報）。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Shchegolev OlegCIK 0001849417 | 董事、高階主管（執行長）、持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
| 交易日 | 證券 | 交易 | 股數 | 價格 | 金額 | 交易後持股 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2023/9/29 | Class A Common Stock | G贈與處分 | −27,662,150 | $0.00 | $0 | 0 | 間接 | |
| 2023/9/29 | Class A Common Stock | G贈與取得 | +27,662,150 | $0.00 | $0 | 27,662,150 | 間接 | |
| 2023/10/3 | Class A Common Stock | S賣出處分 | −2,398 | $8.03F4 | −$19,255.94 | 1,956,269 | 直接 |
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2023/9/29 | Class A Common Stock | G贈與處分 | −10,082,415 | $0.00 | $0 | 0 | 間接 | |
| 2023/9/29 | Class A Common Stock | G贈與取得 | +10,082,415 | $0.00 | $0 | 10,082,415 | 間接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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.
備註
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.