Mason David W 4
4 · SEMrush Holdings, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Semrush (SEMR) Chief Legal Officer David W. Mason Sells Shares
What Happened
David W. Mason, Chief Legal Officer of Semrush Holdings, disposed of company shares as part of the April 28, 2026 merger with Adobe. The filing shows a disposition of 271,248 shares at $12.00 per share for $3,254,976 in cash. A second disposition of 144,717 units is reported as a derivative/RSU-related disposition with no per-share price listed (N/A) because these awards were handled under the merger terms.
Key Details
- Transaction date: April 28, 2026 (Effective time of the Adobe merger).
- Cash proceeds reported: 271,248 shares × $12.00 = $3,254,976. The 144,717 RSU/derivative items show N/A for price/value in the filing.
- Transaction code: Disposition to issuer (D) — these were processed under the Merger Agreement.
- Shares owned after transaction: Not specified in this Form 4.
- Filing timeliness: Reported on April 28, 2026 (same day), so appears timely.
- Relevant footnotes: RSUs and options were either cancelled for cash or converted into Adobe RSU awards depending on award type and recipient; each outstanding common share was converted into $12.00 in cash under the merger.
Context
This was not a voluntary open-market sale but a cash-out and conversion resulting from Adobe’s acquisition of Semrush. The $12 per-share consideration reflects the merger consideration paid to Semrush stockholders; derivative/RSU items were either cashed out or converted into Adobe equity per the merger agreement. These actions reflect deal mechanics, not necessarily a discretionary trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2][F3][F4]2026-04-28$12.00/sh−271,248$3,254,976→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F5]2026-04-28−144,717→ 0 totalExercise: $11.91Exp: 2032-11-01→ Class A Common Stock (144,717 underlying)
Footnotes (5)
- [F1]A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's common stock ("Common Stock") upon vesting.
- [F2]On April 28, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025, by and among Semrush Holdings, Inc., a Delaware corporation (the "Issuer"), Adobe Inc., a Delaware corporation ("Parent"), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
- [F3]At the effective time of the Merger (the "Effective Time"), each share of Common Stock held by the reporting person was converted into the right to receive $12.00 in cash (the "Merger Consideration").
- [F4]At the Effective Time, each RSU award that was subject solely to service-based vesting requirements ("RSU Award") held by a non-employee director, contractors or other certain service providers (each, a "Specified Individual") was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share and each other RSU award was converted into a restricted stock unit award relating to Parent common stock (an "Adobe RSU Award") in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the RSU Award by the quotient of (a) the Merger Consideration divided by (b) the closing price per share of Adobe common stock over the 30 consecutive calendar days ending on (and including) the second to last calendar day preceding the closing date (the "Adobe Trading Price").
- [F5]At the Effective Time, each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of such Option in respect of each underlying share and each unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares of Parent common stock obtained by dividing the spread value of the Option by the Adobe Trading Price. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration.