4//SEC Filing
Shchegolev Oleg 4
Accession 0001628280-24-051931
CIK 0001831840other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 7:04 PM ET
Size
14.4 KB
Accession
0001628280-24-051931
Insider Transaction Report
Form 4
Shchegolev Oleg
DirectorChief Executive Officer10% Owner
Transactions
- Conversion
Class A Common Stock
2024-12-18+1,991,046→ 7,308,073 total - Gift
Class A Common Stock
2024-12-16−1,577,170→ 0 total(indirect: By Trust) - Gift
Class A Common Stock
2024-12-16+1,577,170→ 29,239,320 total(indirect: By Trust) - Conversion
Class B Common Stock
2024-12-18−1,991,046→ 2,000,000 totalExercise: $0.00→ Class A Common Stock (1,991,046 underlying)
Holdings
- 3,238,714(indirect: By LLC)
Class A Common Stock
Footnotes (8)
- [F1]Represents 1,577,170 shares distributed from The Oleg Shchegolev Grantor Retained Annuity Trust II to The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 following the final annuity payment out of The Oleg Shchegolev Grantor Retained Annuity Trust II.
- [F2]The amount of Class A Common Stock excludes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
- [F3]These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of the Reporting Person and certain members of the Reporting Person's family, and of which the Reporting Person is the sole trustee. 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]These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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.
- [F5]A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- [F6]The amount of Class A Common Stock includes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. The amount of Class A Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.
- [F7]These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
- [F8]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. The amount of Class B Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.
Documents
Issuer
SEMrush Holdings, Inc.
CIK 0001831840
Entity typeother
Related Parties
1- filerCIK 0001849417
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 7:04 PM ET
- Size
- 14.4 KB