Pearce Dylan 4
4 · SEMrush Holdings, Inc. · Filed Mar 30, 2021
Insider Transaction Report
Form 4
Pearce Dylan
Director
Transactions
- Other
Class B Common Stock
2021-03-29+11,733,900→ 11,733,900 total(indirect: By Greycroft Growth II, L.P.)→ Class A Common Stock (11,733,900 underlying) - Conversion
Common Stock
2021-03-29+8,610,000→ 11,733,900 total(indirect: By Greycroft Growth II, L.P.) - Other
Common Stock
2021-03-29−11,733,900→ 0 total(indirect: By Greycroft Growth II, L.P.) - Conversion
Series B Preferred Stock
2021-03-29−2,870,000→ 0 total(indirect: By Greycroft Growth II, L.P.)→ Common Stock (8,610,000 underlying)
Footnotes (4)
- [F1]Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
- [F2]Each series of the Issuer's Preferred Stock automatically converted into Common Stock on a 3:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- [F3]The shares are held by Greycroft Growth II, L.P. ("GCG II"). Greycroft Growth II, LLC ("GCG II GP") is the general partner of GCG II. 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.
- [F4]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.