Amendment: SEC Form SCHEDULE 13G/A filed by SEMrush Holdings Inc.
$SEMR
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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Semrush Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
81686C104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 81686C104 |
| 1 | Names of Reporting Persons
Melnikov Dmitry | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,417,243.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Semrush Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
800 Boylston Street, Suite 2475, Boston, MA, 02199 | |
| Item 2. | ||
| (a) | Name of person filing:
Dmitry Melnikov | |
| (b) | Address or principal business office or, if none, residence:
800 Boylston Street, Suite 2475, Boston, Massachusetts 02199 | |
| (c) | Citizenship:
United States | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
81686C104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
An aggregate of 26,417,243 shares of Class A common stock (including shares underlying Class B common stock, restricted stock units and stock options convertible and/or exercisable within 60 days of December 31, 2024), consisting of (1) 1,667,050 shares of Class A common stock held by Mr. Melnikov individually, (2) 3,919 shares of Class A common stock issuable to Mr. Melnikov upon vesting and settlement of restricted stock units that shall vest within 60 days after December 31, 2024, (3) 86,716 shares of Class A common stock issuable to Mr. Melnikov upon exercise of stock options that are exercisable within 60 days of December 31, 2024, (4) 5,924,595 shares of Class A common stock held by Min Choron LLC (the "Min Choron LLC"), (5) 914,033 shares of Class A common stock held by The Dmitry Melnikov Grantor Retained Annuity Trust - Three (the "Melnikov GRAT Three"), (6) 1,644,626 shares of Class A common stock held by The Dmitry Melnikov Grantor Retained Annuity Trust - Four (the "Melnikov GRAT Four") and (7) 8,788,309 shares of Class A common stock and 7,387,995 shares of Class B common stock held by the Dmitry Melnikov Remainder Trust (the "Melnikov Remainder Trust"). The Melnikov Family Dynasty Trust (together with Melnikov GRAT Three, Melnikov GRAT Four and Melnikov Remainder Trust, the "Melnikov Trusts") is the sole member of Min Choron LLC. The Melnikov Trusts were established for the benefit of Mr. Melnikov and/or certain members of Mr. Melnikov's family. Mr. Melnikov's spouse is the trust advisor of each of the Melnikov Trusts and directs the trustee how to vote and/or dispose of the assets held by the trusts. Mr. Melnikov may be deemed to have sole voting power and sole dispositive power with respect to the shares held by the Melnikov Trusts and Min Choron LLC. | |
| (b) | Percent of class:
The 26,417,243 shares of Class A common stock owned or deemed beneficially owned by Mr. Melnikov, when all shares underlying Class B common stock, restricted stock units and stock options are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, represent approximately 19.8% of the outstanding shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 18,938,619 shares of Class A common stock and 7,387,995 shares of Class B common stock owned or deemed beneficially owned by the reporting person represent 27.6% of the aggregate combined voting power of the Class A common stock and Class B common stock. The percent of class was calculated based on 125,833,873 shares of Class A common stock and 21,009,210 shares of Class B common stock outstanding as of December 31, 2024. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
26,417,243 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
26,417,243 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not applicable. | ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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