Oleg Shchegolev - 25 Nov 2024 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
25 Nov 2024
Transactions value $
$0
Form type
4/A - Amendment
Filing time
04 Apr 2025, 16:42:49 UTC
Date Of Original Report
12 Dec 2024
Previous filing
26 Nov 2024
Next filing
16 Dec 2024
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 Other $0 -144K -4.66% $0.00 2.95M 25 Nov 2024 Shchegolev Holdings, LLC F1, F2
holding SEMR Class A Common Stock 3.68M 25 Nov 2024 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares contributed to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, Shchegolev Holdings, LLC will receive shares of the Fund in an amount equal to the value of shares contributed, based on the closing price of the common stock as of market close on February 18, 2025.
F2 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.
F3 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.

Remarks:

On December 12, 2024, the Reporting Person filed a Form 4 which incorrectly reported that the Reporting Person contributed 144,000 shares of Class A Common Stock directly held by the Reporting Person to the Fund on November 25, 2024. This Form 4/A makes the correction to report that this contribution to the Fund on such date was made through shares of Class A Common Stock held indirectly through Shchegolev Holdings, LLC. Accordingly, each filing previously made for the Reporting Person after November 25, 2024 should be read to reflect this contribution from Shchegolev Holdings, LLC instead of Reporting Person's direct holdings.