SEMrush Holdings, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-11-15

Reporting Person: Shchegolev Oleg (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	S	13425	$24.6931	Disposed	1757075	Direct
2021-11-15	Class A Common Stock	S	8201	$25.7019	Disposed	1748874	Direct
2021-11-15	Class A Common Stock	S	13886	$24.7151	Disposed	2806714	Indirect
2021-11-15	Class A Common Stock	S	7700	$25.7021	Disposed	2799014	Indirect
2021-11-16	Class A Common Stock	S	9374	$24.547	Disposed	1739500	Direct
2021-11-16	Class A Common Stock	S	200	$25.005	Disposed	1739300	Direct
2021-11-16	Class A Common Stock	S	2414	$24.1085	Disposed	2796600	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.3500 to $25.3000, 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 footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.3500 to $26.1400, 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 footnote (2) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.3500 to $25.3450, 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 footnote (3) to this Form 4.

F4: These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.3600 to $26.1000, 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 footnote (5) to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.0000 to $24.9900, 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 footnote (6) to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.0000 to $25.0100, 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 footnote (7) to this Form 4.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.0000 to $24.4100, 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 footnote (8) to this Form 4.