Dmitry Melnikov - Apr 2, 2025 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Signature
/s/ David Mason, as attorney-in-fact
Stock symbol
SEMR
Transactions as of
Apr 2, 2025
Transactions value $
-$13,277
Form type
4
Date filed
4/4/2025, 05:36 PM
Previous filing
Jan 10, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale -$13.3K -1.41K -0.05% $9.45 2.61M Apr 2, 2025 Direct F1, F2, F3, F4
holding SEMR Class A Common Stock 8.68M Apr 2, 2025 The Melnikov Family GRAT Remainder Trust F5
holding SEMR Class A Common Stock 5.92M Apr 2, 2025 Min Choron LLC F6
holding SEMR Class A Common Stock 914K Apr 2, 2025 The Dmitry Melnikov Grantor Retained Annuity Trust - Three F7
holding SEMR Class A Common Stock 734K Apr 2, 2025 The Dmitry Melnikov Grantor Retained Annuity Trust - Four F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.