SEMrush Holdings, Inc. — Director's Dealing 2021

Nov 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-11-01

Reporting Person: Humenik Delbert M (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-01	Class A Common Stock	C	17000	—	Acquired	63948	Direct
2021-11-01	Class A Common Stock	S	16300	$24.6578	Disposed	47648	Direct
2021-11-01	Class A Common Stock	S	700	$25.02	Disposed	46948	Direct
2021-11-02	Class A Common Stock	C	18544	—	Acquired	65492	Direct
2021-11-02	Class A Common Stock	S	18544	$24.6065	Disposed	46948	Direct
2021-11-03	Class A Common Stock	C	24456	—	Acquired	71404	Direct
2021-11-03	Class A Common Stock	S	14456	$25.7929	Disposed	56948	Direct
2021-11-03	Class A Common Stock	S	10000	$25.7929	Disposed	46948	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-01	Employee Stock Option (Right to Buy)	$0.79	M	17000	Disposed	2027-08-21	Class B Common Stock (17000.0)	Direct
2021-11-01	Class B Common Stock	$0.0	M	17000	Acquired		Class A Common Stock (17000.0)	Direct
2021-11-01	Class B Common Stock	$0.0	C	17000	Disposed		Class A Common Stock (17000.0)	Direct
2021-11-02	Employee Stock Option (Right to Buy)	$0.79	M	18544	Disposed	2027-08-21	Class B Common Stock (18544.0)	Direct
2021-11-02	Class B Common Stock	$0.0	M	18544	Acquired		Class A Common Stock (18544.0)	Direct
2021-11-02	Class B Common Stock	$0.0	C	18544	Disposed		Class A Common Stock (18544.0)	Direct
2021-11-03	Employee Stock Option (Right to Buy)	$0.79	M	24456	Disposed	2027-08-21	Class B Common Stock (24456.0)	Direct
2021-11-03	Class B Common Stock	$0.0	M	24456	Acquired		Class A Common Stock (24456.0)	Direct
2021-11-03	Class B Common Stock	$0.0	C	24456	Disposed		Class A Common Stock (24456.0)	Direct

Footnotes

F1: The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.0100 to $24.9700, 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 $24.0900 to $24.9500, 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: The stock option is fully-vested.

F5: 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.