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: 2021-11-23

Reporting Person: Melnikov Dmitry (Director, Chief Operating Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-23	Class A Common Stock	C	500000	—	Acquired	900000	Direct
2021-11-23	Class A Common Stock	S	500000	$19.68	Disposed	400000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-23	Class B Common Stock	$0.0	C	500000	Disposed		Class A Common Stock (500000.0)	Direct

Footnotes

F1: Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021.

F2: Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021, the Reporting Person sold 500,000 shares of Class A Common Stock, at a price per share of $19.68 (after underwriting discounts and commissions). The Reporting Person was a selling stockholder in the registered public offering.

F3: 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.