Shchegolev Oleg 4

What Happened
Oleg Shchegolev (reported as a 10% owner) acquired 144,000 shares of SEMrush (SEMR) on February 10, 2026. The Form 4 lists the transaction as a purchase (code P) at $0.00 per share because the shares were received in-kind by exchanging previously contributed ETF ("Fund") shares back into the originally contributed issuer shares. Per the filing, the reconstituted shares had a market value of $1,704,960 based on the Feb 10, 2026 closing price. This was not an open-market cash buy but an exchange under the Fund’s governing documents.

Key Details

• Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely filing).
• Reporting code: P (purchase); reported price $0.00 due to in-kind exchange.
• Shares acquired: 144,000; reported market value (per footnote): $1,704,960.
• Ownership/structure notes: Shares are owned by Shchegolev Holdings, LLC; the Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole member of that LLC; trustee is IQ EQ Trust Company LLC. The Reporting Person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.
• Additional notes: A portion of these shares represent restricted stock units (RSUs) that convert to Class A common stock upon vesting. See filing footnotes F1–F4 for full details.
• Shares held after the transaction: not specified in the provided summary—see the full Form 4 for total beneficial ownership details.

Context
This was an in-kind exchange (conversion of Fund shares back into the originally contributed SEMR shares) rather than a cash purchase on the open market; such transactions typically reflect portfolio or account structure changes rather than a new cash investment signal. As a reported 10% owner rather than an executive trade, the filing includes common beneficial-ownership disclaimers; interpret accordingly.