Sec Form 4 Filing - Melnikov Dmitry @ SEMrush Holdings, Inc. - 2022-03-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Melnikov Dmitry
2. Issuer Name and Ticker or Trading Symbol
SEMrush Holdings, Inc. [ SEMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2022
(Street)
BOSTON, MA02199
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/09/2022 C 100,000 A $ 0 100,000 I See Footnote( 1 )
Class A Common Stock 03/09/2022 C 100,000 A $ 0 100,000 I See Footnote( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 03/09/2022 C 100,000 ( 3 ) ( 3 ) Class A Common Stock 100,000 ( 3 ) 5,824,595 I See Footnote( 1 )
Class B Common Stock $ 0 03/09/2022 C 100,000 ( 3 ) ( 3 ) Class A Common Stock 100,000 ( 3 ) 19,669,145 I See Footnote( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Melnikov Dmitry
C/O SEMRUSH HOLDINGS, INC.
800 BOYLSTON STREET, SUITE 2475
BOSTON, MA02199
X X Chief Operating Officer
Signatures
/s/ Sharon Levine, Attorney-in Fact 03/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty 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.
( 2 )These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.
( 3 )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.
( 4 )These shares are owned by two trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution, of which 19,263,056 shares of Class B common stock are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One and 406,089 shares of Class B common stock are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Two. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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