Amendment: SEC Form SC 13G/A filed by SEMrush Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
Semrush Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
81686C104
(CUSIP Number)
September 30, 2024
(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).
| CUSIP No. 81686C104 | ||
| 1. |
Names of Reporting Persons Greycroft Growth II, L.P. | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 8,983,900 shares of Class A Common Stock (See Item 4 herein) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 8,983,900 shares of Class A Common Stock (See Item 4 herein) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 8,983,900 shares of Class A Common Stock (See Item 4 herein) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. |
Percent of Class Represented by Amount in Row (9) 7.3% of Class A Common Stock (See Item 4 herein) |
| 12. |
Type of Reporting Person (See Instructions) PN |
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| CUSIP No. 81686C104 | ||
| 1. |
Names of Reporting Persons Greycroft Growth II, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |
| (a) | ¨ | |
| (b) | x | |
| 3. | SEC Use Only | |
| 4. |
Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power 0 |
| 6. |
Shared Voting Power 8,983,900 shares of Class A Common Stock (See Item 4 herein) | |
| 7. |
Sole Dispositive Power 0 | |
| 8. |
Shared Dispositive Power 8,983,900 shares of Class A Common Stock (See Item 4 herein) | |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 8,983,900 shares of Class A Common Stock (See Item 4 herein) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
| 11. |
Percent of Class Represented by Amount in Row (9) 7.3% of Class A Common Stock (See Item 4 herein) |
| 12. |
Type of Reporting Person (See Instructions) OO |
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| 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
Greycroft Growth II, L.P. (“GCG II”) Greycroft Growth II, LLC (“GCG II GP”) | |
| (b) | Address of Principal Business Office or, if none, Residence
c/o Greycroft LP 292 Madison Ave., Fl. 8 New York, NY 10017 | |
| (c) | Citizenship
Greycroft Growth II, L.P. - Delaware Greycroft Growth II, LLC - Delaware | |
| (d) | Title of Class of Securities
Class A Common Stock, $0.00001 par value (“Class A Common Stock”) | |
| (e) | CUSIP Number
81686C104 | |
| 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: | |
| Not applicable | ||
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| Item 4. | Ownership |
The information required by Items 4(a)—(c) is set forth in Rows 5—11 of the cover page for the Reporting Person hereto and is incorporated herein by reference.
(a) Amount beneficially owned:
As of November 14, 2024, each of GCG II and GCG II GP beneficially owned 8,983,900 shares of the Issuer’s Class A Common Stock. This amount consists of 8,983,900 shares held directly by GCG II. GCG II GP is the sole general partner of GCG II and may be deemed the benficial owner of the 8,983,900 shares held by GCG II.
(b) Percent of class:
This percentage is calculated based upon 123,366,232 shares of Class A Common Stock outstanding as of July 31, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 8,983,900 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 8,983,900 |
| 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 |
Not applicable
| 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
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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.
Dated: November 14, 2024
| Greycroft Growth II, L.P. | ||
| By: | Greycroft Growth II, LLC | |
| its | General Partner | |
| By: | /s/ Ian Sigalow | |
| Name: Ian Sigalow | ||
| Title: Managing Partner | ||
| Greycroft Growth II, LLC | ||
| By: | /s/ Ian Sigalow | |
| Name: Ian Sigalow | ||
| Title: Managing Partner | ||
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