SEC Form SC 13G/A filed by SEMrush Holdings Inc. (Amendment)
$SEMR
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. 2)*
Semrush Holdings, Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
81686C 104
(CUSIP Number)
December 31, 2023
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 81686C 104
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Dmitry Melnikov | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Russia | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 27,015,986 (1)(2) | |||||||||
| 6 | SHARED VOTING POWER 0 | ||||||||||
| 7 | SOLE DISPOSITIVE POWER 27,015,986 (1)(2) | ||||||||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,015,986 (1)(2) | ||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 21.1% (2)(3)(4) | ||||||||||
| 12 | TYPE OF REPORTING PERSON IN | ||||||||||
| (1) | Consists of (1) 2,914,265 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, 2023, (3) 54,578 shares of Class A common stock issuable to Mr. Melnikov upon exercise of stock options that are exercisable within 60 days of December 31, 2023, (4) 5,924,595 shares of Class A common stock held by Min Choron LLC (the “Melnikov LLC”), (5) 1,346,975 shares of Class A common stock held by The Dmitry Melnikov Grantor Retained Annuity Trust - Three (the “Melnikov GRAT Three”) and (6) 9,383,659 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”). Dmitry Kunitsa is the sole Manager, and The Melnikov Family Dynasty Trust (the “Dynasty Trust” and together with the Melnikov GRAT Three, the Melnikov LLC and the Melnikov Remainder Trust, the “Melnikov Trusts”) is the sole Member, of the Melnikov LLC. IQ EQ Trust Company, US, LLC is the current trustee of the Dynasty Trust and the other Melnikov Trusts. The Melnikov Trusts are established for the benefit of certain members of Mr. Melnikov’s family and Mr. Melnikov’s spouse, Elena Melnikova, is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. | ||||
| (2) | 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. 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. | ||||
| (3) | The percent of class was calculated based on 120,629,148 shares of Class A common stock and 23,482,057 shares of Class B common stock outstanding as of December 31, 2023. | ||||
| (4) | Based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 19,569,494 shares of Class A common stock and 7,387,995 shares of Class B common stock beneficially owned by the reporting person represent 26.3% of the aggregate combined voting power of the Class A common stock and Class B common stock. | ||||
Item 1
(a) Name of Issuer:
Semrush Holdings, Inc.
(b) Address of Issuer’s Principal Executive Offices:
800 Boylston Street, Suite 2475, Boston, Massachusetts 02199
Item 2
(a) Name of Person Filing:
Dmitry Melnikov
(b) Address of Principal Business Office or, if None, Residence:
800 Boylston Street, Suite 2475, Boston, Massachusetts 02199
(c) Citizenship:
Russia
(d) Title of Class of Securities:
Class A common stock
(e) CUSIP Number:
81686C 104
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).
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) ☐ A savings associations 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 (15 U.S.C. 80a-3).
(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 §240.13d-1(b)(1)(ii)(K).
Item 4 Ownership.
(a) and (b)
Amount Beneficially Owned and Percent of Class:
An aggregate of 27,015,986 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, 2023), consisting of (1) 2,914,265 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, 2023, (3) 54,578 shares of Class A common stock issuable to Mr. Melnikov upon exercise of stock options that are exercisable within 60 days of December 31, 2023, (4) 5,924,595 shares of Class A common stock held by Min Choron LLC (the “Melnikov LLC”), (5) 1,346,975 shares of Class A common stock held by The Dmitry Melnikov Grantor Retained Annuity Trust - Three (the “Melnikov GRAT Three”) and (6) 9,383,659 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”). Dmitry Kunitsa is the sole Manager, and The Melnikov Family Dynasty Trust (the “Dynasty Trust” and together with the Melnikov GRAT Three, the Melnikov GRAT Three, and the Melnikov LLC, the “Melnikov Trusts”) is the sole Member, of the Melnikov LLC. IQ EQ Trust Company US, LLC is the current trustee of the Dynasty Trust and the other Melnikov Trusts. The Melnikov Trusts are established for the benefit of certain members of Mr. Melnikov’s family and Mr. Melnikov’s spouse, Elena Melnikova, is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust, and thus Mr. Melnikov may be deemed to have sole voting power and sole dispositive power with respect to these shares. The 27,015,986 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 21.1% of the outstanding shares of Class A common stock. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 19,569,494 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 26.3% 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 120,629,148 shares of Class A common stock and 23,482,057 shares of Class B common stock outstanding as of December 31, 2023.
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote: 27,015,986
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 27,015,986
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certification.
Not applicable.
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.
Date: February 14, 2024
| By: | /s/ Dmitry Melnikov | |||||||
| Dmitry Melnikov | ||||||||