Delbert Humenik - Aug 24, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Revenue Officer
Signature
/s/ Sharon Levine, Attorney-in-fact
Stock symbol
SEMR
Transactions as of
Aug 24, 2021
Transactions value $
-$925,909
Form type
4
Date filed
8/26/2021, 08:05 PM
Previous filing
Aug 20, 2021
Next filing
Aug 30, 2021

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 +21.9K +46.65% $0.00 68.8K Aug 24, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$496K -21.9K -31.81% $22.64 46.9K Aug 24, 2021 Direct F1, F2
transaction SEMR Class A Common Stock Conversion of derivative security $0 +8.1K +17.25% $0.00 55K Aug 25, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$189K -8.1K -14.71% $23.29 46.9K Aug 25, 2021 Direct F1, F3
transaction SEMR Class A Common Stock Conversion of derivative security $0 +10K +21.3% $0.00 56.9K Aug 26, 2021 Direct F1
transaction SEMR Class A Common Stock Sale -$242K -10K -17.56% $24.15 46.9K Aug 26, 2021 Direct F1, F4

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 Employee Stock Option (Right to Buy) Options Exercise $0 -21.9K -20.93% $0.00 82.7K Aug 24, 2021 Class B Common Stock 21.9K $0.79 Direct F5
transaction SEMR Class B Common Stock Options Exercise +21.9K 21.9K Aug 24, 2021 Class A Common Stock 21.9K $0.00 Direct F6
transaction SEMR Class B Common Stock Conversion of derivative security -21.9K -100% 0 Aug 24, 2021 Class A Common Stock 21.9K $0.00 Direct F6
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -8.1K -9.79% $0.00 74.6K Aug 25, 2021 Class B Common Stock 8.1K $0.79 Direct F5
transaction SEMR Class B Common Stock Options Exercise +8.1K 8.1K Aug 25, 2021 Class A Common Stock 8.1K $0.00 Direct F6
transaction SEMR Class B Common Stock Conversion of derivative security -8.1K -100% 0 Aug 25, 2021 Class A Common Stock 8.1K $0.00 Direct F6
transaction SEMR Employee Stock Option (Right to Buy) Options Exercise $0 -10K -13.4% $0.00 64.6K Aug 26, 2021 Class B Common Stock 10K $0.79 Direct F5
transaction SEMR Class B Common Stock Options Exercise +10K 10K Aug 26, 2021 Class A Common Stock 10K $0.00 Direct F6
transaction SEMR Class B Common Stock Conversion of derivative security -10K -100% 0 Aug 26, 2021 Class A Common Stock 10K $0.00 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.03 to $23.13, 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 footnote (2) to this Form 4.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.00 to $23.70, 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 footnote (3) to this Form 4.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.00 to $24.485, 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 footnote (4) to this Form 4.
F5 The stock option is fully vested.
F6 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.