Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 5)*
SEMrush Holdings Inc
(Name of Issuer)
Class A Common Stock, $0.00001 par value
(Title of Class of Securities)
81686C104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ X ] | 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 the disclosures provided in a prior cover page. |
The information required in 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 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).
| CUSIP NO. 81686C104 | 13G | Page 2 of 5 Pages |
| 1 | NAMES
OF REPORTING PERSONS S.S. OR
DORSEY ASSET MANAGEMENT, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION State of ILLINOIS |
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
3,548,943 |
||
| 6 | SHARED VOTING POWER
None |
|||
| 7 | SOLE DISPOSITIVE POWER
3,548,943 |
|||
| 8 | SHARED DISPOSITIVE POWER
None |
|||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,548,943 |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
[ ]
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.13% |
|||
| 12 | TYPE OF REPORTING PERSON
IA |
|||
| CUSIP NO. 81686C104 | 13G | Page 3 of 5 Pages |
| 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: |
Dorsey Asset Management, LLC
| (b) | Address of Principal Business Office or, if None, Residence: |
150 North Wacker Dr., Suite 960
Chicago, Illinois 60606
| (c) | Citizenship: |
State of Illinois
| < /td> | (d) | Title of Class of Securities: |
Class A Common Stock, $0.00001 par value
| (e) | CUSIP Number: |
81686C104
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act. |
| (e | [ X] | 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; |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| CUSIP NO. 81686C104 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: | 3,548,943 | |
| (b) | Percent of class: | 8.13% | |
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | 3,548,943 | |
| (ii) | Shared power to vote or to direct the vote: | 0 | |
| (iii) | Sole power to dispose or to direct the disposition of: | 3,548,943 | |
| (iv) | Shared power to dispose or to direct the disposition of: | 0 | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
All of the Class A Shares set forth in Item 4 are owned by various investment advisory clients of Dorsey Asset Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to its discretionary power to make investment decisions over such shares and/or its ability to vote such shares.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| CUSIP NO. 81686C104 | 13G | Page 5 of 5 Pages |
| Item 10. | Certification. |
By signing below the undersigned certifies that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
| Dorsey Asset Management, LLC | |||
| By: | /s/Michael Harriett | ||
| Name: | Michael Harriett | ||
| Title: | Chief Operating Officer and Chief Compliance Officer |
||
| Date: | February 14, 2023 | ||