Warden Andrew 4

What Happened

Andrew Warden, Chief Marketing Officer of Semrush Holdings, disposed of company equity on April 28, 2026 in connection with Semrush’s merger into Adobe. The filing shows a cash payment of $12.00 per share for 338,902.89 common shares, totaling $4,066,835. Several additional equity items recorded as dispositions (derivative entries) relate to restricted stock units (RSUs) and/or options that were either cashed out or converted under the merger terms; those derivative entries show no per-share price or cash value in the Form 4.

Key Details

• Transaction date: April 28, 2026 (Disposition to issuer, code D).
• Cash proceeds reported: 338,902.89 common shares × $12.00 = $4,066,835.
• Other reported dispositions: 113,732; 63,694; and 42,803 units shown as derivative dispositions (no dollar amounts reported on Form 4).
• Why this happened: Per the Merger Agreement, each Semrush share converted into the right to receive $12.00 in cash; RSUs and options were either cashed out or converted into Adobe RSU awards depending on award type (see footnotes F1–F5).
• Shares owned after the transaction: not specified in the provided summary of the filing.
• Filing timeliness: Reported on April 28, 2026 (the same date as the transaction/merger effective date), indicating a timely Form 4 filing.

Context

• This was a merger-related cashout (disposition to issuer), not an open-market sale or a purchase. The $12.00 per-share payment reflects the merger consideration paid to Semrush shareholders at the effective time.
• Derivative entries reflect treatment of RSUs/options under the deal: some awards were cancelled and cashed out, others were converted into restricted stock units of Adobe based on specified formulas. The Form 4 lists those derivative disposals without individual cash values because conversion/cash-out treatment varies by award.