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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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 Oleg Shchegolev | ||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | ||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Grenada | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 52,572,366 (1)(2) | |||||||||
| 6 | SHARED VOTING POWER 0 | ||||||||||
| 7 | SOLE DISPOSITIVE POWER 52,572,366 (1)(2) | ||||||||||
| 8 | SHARED DISPOSITIVE POWER 0 | ||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,572,366 (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 39.0% (2)(3)(4) | ||||||||||
| 12 | TYPE OF REPORTING PERSON IN | ||||||||||
| (1) | Consists of (1) 3,771,673 shares of Class A common stock and 3,991,046 shares of Class B common stock held by Mr. Shchegolev individually, (2) 7,838 shares of Class A common stock issuable to Mr. Shchegolev upon vesting and settlement of restricted stock units that shall vest within 60 days after December 31, 2023, (3) 109,156 shares of Class A common stock issuable to Mr. Shchegolev upon exercise of stock options that are exercisable within 60 days of December 31, 2023, (4) 3,092,714 shares of Class A common stock held by Shchegolev Holdings, LLC (the “Shchegolev LLC”), (5) 3,855,374 shares of Class A common stock held by The Oleg Shchegolev Grantor Retained Annuity Trust II (the “Shchegolev GRAT II”) and (6) 27,662,150 shares of Class A common stock and 10,082,415 shares of Class B common stock held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 (the “Shchegolev Non-Exempt Trust”). Michael A. Bass is the sole Manager, and The Oleg Shchegolev Irrevocable GST Trust of 2020 (the “GST Trust” and together with the Shchegolev GRAT II, the Shchegolev LLC and the Shchegolev Non-Exempt Trust, the “Shchegolev Trusts”) is the sole Member, of the Shchegolev LLC. IQ EQ Trust Company LLC is the trustee of the GST Trust. The Shchegolev Trusts are established for the benefit of certain members of Mr. Shchegolev’s family. Mr. Shchegolev may be deemed to have beneficial ownership of the shares held by the Shchegolev Trusts. | ||||
| (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 38,381,911 shares of Class A common stock and 14,073,461 shares of Class B common stock beneficially owned by the reporting person represent 50.4% 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:
Oleg Shchegolev
(b) Address of Principal Business Office or, if None, Residence:
800 Boylston Street, Suite 2475, Boston, Massachusetts 02199
(c) Citizenship:
Grenada
(d) Title of Class of Securities:
Class A common stock
(e) CUSIP N
umber:
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 52,572,366 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) 3,771,673 shares of Class A common stock and 3,991,046 shares of Class B common stock held by Mr. Shchegolev individually, (2) 7,838 shares of Class A common stock issuable to Mr. Shchegolev upon vesting and settlement of restricted stock units that shall vest within 60 days after December 31, 2023, (3) 109,156 shares of Class A common stock issuable to Mr. Shchegolev upon exercise of stock options that are exercisable within 60 days of December 31, 2023, (4) 3,092,714 shares of Class A common stock held by Shchegolev Holdings, LLC (the “Shchegolev LLC”), (5) 3,855,374 shares of Class A common stock held by The Oleg Shchegolev Grantor Retained Annuity Trust II (the “Shchegolev GRAT II”) and (6) 27,662,150 shares of Class A common stock and 10,082,415 shares of Class B common stock held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 (the “Shchegolev Non-Exempt Trust”). Michael A. Bass is the sole Manager, and The Oleg Shchegolev Irrevocable GST Trust of 2020 (the “GST Trust” and together with the Shchegolev GRAT II, the Shchegolev LLC and the Shchegolev Non-Exempt Trust, the “Shchegolev Trusts”) is the sole Member, of the Shchegolev LLC. IQ EQ Trust Company LLC is the trustee of the GST Trust. The Shchegolev Trusts are established for the benefit of certain members of Mr. Shchegolev’s family. Mr. Shchegolev may be deemed to have beneficial ownership of the shares held by the Shchegolev Trusts. The 52,572,366 shares of Class A common stock owned or deemed beneficially owned by Mr. Shchegolev, 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 39.0% 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 38,381,911 shares of Class A common stock and 14,073,461 shares of Class B common stock beneficially owned by the reporting person represent 50.4% 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: 52,572,366
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 52,572,366
(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/ Oleg Shchegolev | |||||||
| Oleg Shchegolev | ||||||||