SEMrush Holdings, Inc. — Director's Dealing 2021

Nov 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-11-22

Reporting Person: Pearce Dylan (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-22	Class A Common Stock	C	1250000	—	Acquired	1250000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-22	Class B Common Stock	$	C	1250000	Disposed		Class A Common Stock (1250000.0)	Indirect

Footnotes

F1: The shares are held by Greycroft Growth II, L.P. ("GCG II"). Greycroft Growth II, LLC ("GCG II GP") is the general partner of GCG II. 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.

F2: 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 IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.