SEMrush Form 4: Melnikov sells 1,408 shares for RSU taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Semrush Holdings insider Dmitry Melnikov reported a non-discretionary sale of 1,408 shares of Class A common stock on 10/01/2025 at a weighted average price of approximately $7.15 per share to satisfy tax withholding tied to RSU vesting. After the transaction Mr. Melnikov beneficially owned 1,281,956 shares directly and maintains substantial indirect holdings across family trusts and entities totaling 17,599,855 shares (sum of disclosed indirect amounts plus direct holdings as listed).
The filing clarifies the sale was solely to cover withholding obligations and not a discretionary trade. Multiple trusts and entities are listed as indirect owners, and the reporter disclaims Section 16 beneficial ownership for several of those trust-held positions except as to any pecuniary interest.
Positive
- Sale designated for tax withholding, not a discretionary trade
- Substantial retained ownership: 1,281,956 direct shares plus large indirect holdings
Negative
- Reported disposal of 1,408 shares at a weighted average price of $7.15
Insights
Insider sold 1,408 shares to cover RSU taxes; retains large direct and indirect holdings.
What it means: The sale was reported as non-discretionary and tied to RSU vesting, indicating the reporter did not initiate a market-timing sale.
Why it matters: Although the sold amount (1,408 shares at ~$7.15) is small relative to the reporter's aggregated holdings, disclosures of trust ownership and disclaimers affect how Section 16 beneficial ownership is interpreted for control and voting analysis.
Insider Trade Summary
Net Seller: 1,408 shares ($10,067)
Net Sell
6 txns
Insider
Melnikov Dmitry
Role
Director, 10% Owner
Sold
1,408 shs ($10K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 1,408 | $7.15 | $10K |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 1,281,956 shares (Direct);
Class A Common Stock — 8,683,659 shares (Indirect, The Melnikov Family GRAT Remainder Trust)
Footnotes (1)
- The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2025. The sale does not represent a discretionary trade by the Reporting Person. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.10 to $7.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4. A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. These shares are owned by The Melnikov Family GRAT Remainder Trust, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Five, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
FAQ
What did the Form 4 for SEMR disclose?
It discloses a sale of 1,408 Class A shares by Dmitry Melnikov on 10/01/2025 at a weighted average price of ~$7.15 to satisfy tax withholding from RSU vesting.
Was the insider sale discretionary or for taxes?
The filing states the sale was to meet tax withholding obligations resulting from RSU vesting and did not represent a discretionary trade.
What indirect holdings are disclosed in the Form 4?
Indirect holdings include 8,683,659 (Melnikov Family GRAT Remainder Trust), 5,924,595 (Min Choron LLC), and multiple grantor retained annuity trusts totaling disclosed amounts.