4//SEC Filing
Melnikov Dmitry 4
Accession 0001628280-25-016855
CIK 0001831840other
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 5:36 PM ET
Size
11.7 KB
Accession
0001628280-25-016855
Insider Transaction Report
Form 4
Melnikov Dmitry
Director10% Owner
Transactions
- Sale
Class A Common Stock
2025-04-02$9.45/sh−1,405$13,277→ 2,609,939 total
Holdings
- 8,683,659(indirect: By Trust)
Class A Common Stock
- 5,924,595(indirect: By LLC)
Class A Common Stock
- 914,033(indirect: By Trust)
Class A Common Stock
- 734,437(indirect: By Trust)
Class A Common Stock
Footnotes (9)
- [F1]The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on April 1, 2025. The sale does not represent a discretionary trade by the Reporting Person.
- [F2]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $9.34 to $9.58, 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]A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- [F4]The amount of Class A Common Stock includes 910,189 shares of the Issuer's Class A Common Stock transferred from The Dmitry Melnikov Grantor Retained Annuity Trust - Four to the Reporting Person on March 12, 2025 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]The amount of Class A Common Stock reflects that 910,189 shares of the Issuer's Class A Common Stock were transferred (without value) from The Dmitry Melnikov Grantor Retained Annuity Trust - Four to the Reporting Person on March 12, 2025 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
- [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.
Documents
Issuer
SEMrush Holdings, Inc.
CIK 0001831840
Entity typeother
Related Parties
1- filerCIK 0001849699
Filing Metadata
- Form type
- 4
- Filed
- Apr 3, 8:00 PM ET
- Accepted
- Apr 4, 5:36 PM ET
- Size
- 11.7 KB