Eugenie Levin - Dec 4, 2024 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
President
Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Dec 4, 2024
Transactions value $
$0
Form type
4/A - Amendment
Date filed
3/10/2025, 06:39 PM
Date Of Original Report
Dec 4, 2024
Previous filing
Dec 4, 2024
Next filing
Jan 10, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Conversion of derivative security $0 +14.4K +2.39% $0.00 616K Dec 4, 2024 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +43.2K +7.26% $0.00 638K Jan 17, 2025 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +28.8K +4.84% $0.00 624K Jan 21, 2025 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +15.1K +2.54% $0.00 610K Feb 3, 2025 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +1.15K +0.19% $0.00 596K Feb 4, 2025 Direct F1
transaction SEMR Class A Common Stock Conversion of derivative security $0 +12.6K +2.11% $0.00 608K Feb 18, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SEMR Class B Common Stock Conversion of derivative security -14.4K -1.25% 1.14M Dec 4, 2024 Class A Common Stock 14.4K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -43.2K -3.79% 1.1M Jan 17, 2025 Class A Common Stock 43.2K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -28.8K -2.63% 1.07M Jan 21, 2025 Class A Common Stock 28.8K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -15.1K -1.41% 1.05M Feb 3, 2025 Class A Common Stock 15.1K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -1.15K -0.11% 1.05M Feb 4, 2025 Class A Common Stock 1.15K $0.00 Direct F2
transaction SEMR Class B Common Stock Conversion of derivative security -12.6K -1.2% 1.04M Feb 18, 2025 Class A Common Stock 12.6K $0.00 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.

Remarks:

The Reporting Person filed Form 4s to report the sales of shares pursuant to a Rule 10b5-1 trading plan; such Form 4s were originally filed on December 4, 2024, January 21, 2025, January 22, 2025, February 4, 2025 and February 18, 2025. Such Form 4s inadvertently did not report the conversion of shares of Class B Common Stock to Class A Common Stock on such dates. This Form 4/A makes the correction to indicate that the conversion of shares of Class B Common Stock to Class A Common Stock occurred on such dates prior to the respective sales transactions reported in such Form 4s.