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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
SCHEDULE 13G
|
|
(Rule 13d-102)
|
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
|
|
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
|
|
PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
|
(Amendment No. ) *
|
|
SEMrush Holdings, Inc.
|
|
(Name of Issuer)
|
|
Class A Common Stock, par value $0.00001
|
|
(Title of Class of Securities)
|
|
81686C104
|
|
(CUSIP Number)
|
|
December 31, 2021
|
|
(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)
[X] 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 ("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).
1
CUSIP No. 81686C104
|
1
|
NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) (VOLUNTARY):
|
||
|
SEMR Holdings Limited
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [ ]
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cyprus
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|
6
|
SHARED VOTING POWER
|
16,256,100 (1)
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
16,256,100 (1)
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
16,256,100 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
34.5% (2)
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
|
(1) Represents shares of Class A Common Stock issuable upon conversion of an equal number of shares of the Issuer’s Class B Common Stock (the “Class B Shares”) held by the Reporting Person.
(2) Based on (i) 30,907,714 shares of Class A Common Stock outstanding on or about November 23, 2021, as reported in the Issuer’s Prospectus on Form 424B filed with the Securities and Exchange Commission on November 19,
2021, plus (ii) the Class B Shares.
2
CUSIP No. 81686C104
Schedule 13G
|
Item 1(a).
|
Name of Issuer:
|
|
SEMrush Holdings, Inc.
|
|
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
|
800 Boylston Street, Suite 2475, Boston, MA 02199
|
|
|
Item 2(a)
|
Name of Persons Filing:
|
|
This statement is filed by SEMR Holdings Limited (“SEMR Holdings” or the “Reporting Person”). SEMR Holdings is a private limited liability company whose sole investment is the holding of shares
in the Issuer. SEMR Holdings is comprised of certain funds affiliated with Siguler Guff & Company, LP, including Russia Partners Technology Fund, LP, Siguler Guff New Jersey Developing Markets Fund, LP and Siguler Guff Emerging Markets
Opportunities Fund I, LP (collectively, the “Funds”), which hold the securities of the Issuer to which this statement relates through SEMR Holdings for the benefit of their respective investors.
|
|
|
Item 2(b)
|
Address of Principal Business Office:
|
|
2-4 Arch. Makarios III Avenue, 9th Floor
Capital Centre, Nicosia, P.C.
Cyprus 1065
|
|
|
Item 2(c)
|
Citizenship or Place of Organization:
|
|
Cyprus
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Class A Common Stock, par value $0.00001 (“Class A Common Stock”)
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
81686C104
|
|
|
Item 3.
|
For Statements Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
|
|
Not Applicable
|
|
|
Item 4.
|
Ownership
|
|
(a) through (c): The information requested in these paragraphs is incorporated herein by reference to the cover page to this Schedule 13G. Ownership is stated as of December 31, 2021.
|
|
|
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:
|
|
Each of the Funds has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities of the Issuer that it owns.
|
3
CUSIP No. 81686C104
|
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
|
|
|
Item 10.
|
Certification:
|
|
Not Applicable
|
4
CUSIP No. 81686C104
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2022
|
SEMR Holdings Limited
|
|||||
|
By:
|
/s/ Joshua Posner
|
||||
|
Name:
|
Joshua Posner
Authorized Signatory
|
||||
5