SEC Form SC 13G filed by SEMrush Holdings Inc.
Semrush Holdings, Inc.
|
(Name of Issuer)
|
Class A Common Stock, $0.00001 par value per share
|
(Title of Class of Securities)
|
81686C104
|
(CUSIP Number)
|
December 31, 2023
|
(Date of Event Which Requires Filing of This Statement)
|
☒ |
Rule 13d-1(b)
|
☐ |
Rule 13d-1(c)
|
☐ |
Rule 13d-1(d)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Cat Rock Capital Management, LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.18%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA, PN
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
ALEXANDER CAPTAIN
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
UNITED STATES OF AMERICA
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
8,596,358
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
7.18%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, IN
|
|
|
|||
|
|
Item 1(a). |
Name of Issuer:
|
Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
Item 2(a). |
Name of Person Filing:
|
Item 2(b). |
Address of Principal Business Office or, if none, Residence:
|
Item 2(c). |
Citizenship:
|
Item 2(d). |
Title of Class of Securities:
|
Item 2(e). |
CUSIP Number:
|
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; |
(b) |
☐ | Bank as defined in Section 3(a)(6) of the Act; |
(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
(e) | ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
(f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
(g) | ☒ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(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; |
(j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
(k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
Item 4. |
Ownership.
|
|
(a)
|
Amount Beneficially Owned:
|
8,596,358
|
|
(b)
|
Percent of Class:
|
7.18%
|
||
(c)
|
Number of shares as to which such person has:
|
|||
(i)
|
sole power to vote or to direct the vote:
|
0
|
||
(ii)
|
shared power to vote or to direct the vote:
|
8,596,358
|
||
(iii)
|
sole power to dispose or to direct the disposition of:
|
0
|
||
(iv)
|
shared power to dispose or to direct the disposition of:
|
8,596,358
|
Item 5. |
Ownership of Five Percent or Less of a Class.
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8. |
Identification and Classification of Members of the Group.
|
Item 9. |
Notice of Dissolution of Group.
|
Item 10. |
Certification.
|
CAT ROCK CAPITAL MANAGEMENT LP
|
|||
By:
|
/s/ Alexander Captain
|
Name:
|
Alexander Captain
|
||
Title:
|
Chief Executive Officer
|
ALEXANDER CAPTAIN
|
||
/s/ Alexander Captain
|
||
February 14, 2024 |
Joint Filing Agreement, dated February 14, 2024
|