04/28/2026 | Press release | Distributed by Public on 04/28/2026 18:41
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $11.96 | 04/28/2026 | D | 119,426 | (7) | 04/01/2032 | Class A Common Stock | 119,426 | (7) | 0 | D | ||||
| Class B Common Stock | (8) | 04/28/2026 | D | 7,387,995 | (3)(4)(8) | (3)(4)(8) | Class A Common Stock | 7,387,995 | $12(4) | 0 | I | The Melnikov Family GRAT Remainder Trust | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Melnikov Dmitry C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON, MA 02199 |
X | X | ||
| /s/ David Mason, attorney-in-fact | 04/28/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The amount of the Issuer's common stock ("Common Stock") includes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. |
| (2) | A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of Common Stock upon vesting. |
| (3) | On April 28, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025, by and among Semrush Holdings, Inc., a Delaware corporation (the "Issuer"), Adobe Inc., a Delaware corporation ("Parent"), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. |
| (4) | At the effective time of the Merger (the "Effective Time"), each share of Common Stock held by the reporting person was converted into the right to receive $12.00 in cash (the "Merger Consideration"). |
| (5) | At the Effective Time, each RSU award that was subject solely to service-based vesting requirements ("RSU Award") held by a non-employee director, contractors or other certain service providers (each, a "Specified Individual") was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share and each other RSU award was converted into a restricted stock unit award relating to Parent common stock (an "Adobe RSU Award") in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the RSU Award by the quotient of (a) the Merger Consideration divided by (b) the closing price per share of Adobe common stock over the 30 consecutive calendar days ending on (and including) the second to last calendar day preceding the closing date (the "Adobe Trading Price"). |
| (6) | The amount of Common Stock excludes 734,437 shares of Common Stock transferred from GRAT Four to the reporting person on March 10, 2026 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. |
| (7) | At the Effective Time, each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of such Option in respect of each underlying share and each unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares of Parent common stock obtained by dividing the spread value of the Option by the Adobe Trading Price. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration. |
| (8) | The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date. |