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4//SEC Filing

Melnikov Dmitry 4

Accession 0001628280-24-052519

CIK 0001831840other

Filed

Dec 26, 7:00 PM ET

Accepted

Dec 27, 4:49 PM ET

Size

15.1 KB

Accession

0001628280-24-052519

Insider Transaction Report

Form 4
Period: 2024-12-24
Melnikov Dmitry
Director10% Owner
Transactions
  • Sale

    Class A Common Stock

    2024-12-27$12.00/sh18,359$220,3088,822,938 total(indirect: By Trust)
  • Sale

    Class A Common Stock

    2024-12-24$12.33/sh10,361$127,7518,857,764 total(indirect: By Trust)
  • Sale

    Class A Common Stock

    2024-12-26$12.26/sh16,467$201,8858,841,297 total(indirect: By Trust)
Holdings
  • Class A Common Stock

    (indirect: By LLC)
    5,924,595
  • Class A Common Stock

    (indirect: By Trust)
    914,033
  • Class A Common Stock

    (indirect: By Trust)
    1,644,626
  • Class A Common Stock

    1,702,590
Footnotes (9)
  • [F1]The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Melnikov Family GRAT Remainder Trust on March 15, 2024.
  • [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.26 to $12.51, 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 this footnote (2) to this Form 4.
  • [F3]These shares are owned by The Melnikov Family GRAT Remainder 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, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.16 to $12.34, 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 this footnote (4) to this Form 4.
  • [F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.87 to $12.29, 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 this footnote (5) to this Form 4.
  • [F6]A portion of these shares represent represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
  • [F7]These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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]These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of himself and 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.
  • [F9]These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of himself and 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.

Issuer

SEMrush Holdings, Inc.

CIK 0001831840

Entity typeother

Related Parties

1
  • filerCIK 0001849699

Filing Metadata

Form type
4
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 4:49 PM ET
Size
15.1 KB