SEMrush Holdings, Inc. — Director's Dealing 2021

Oct 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-10-04

Reporting Person: Humenik Delbert M (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-04	Class A Common Stock	C	19875	—	Acquired	66823	Direct
2021-10-04	Class A Common Stock	S	19755	$22.1628	Disposed	47068	Direct
2021-10-04	Class A Common Stock	S	100	$23.35	Disposed	46968	Direct
2021-10-05	Class A Common Stock	C	40125	—	Acquired	87093	Direct
2021-10-05	Class A Common Stock	S	31438	$22.9891	Disposed	55655	Direct
2021-10-05	Class A Common Stock	S	8687	$23.6986	Disposed	46968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-04	Employee Stock Option (Right to Buy)	$0.79	M	19875	Disposed	2027-08-21	Class B Common Stock (19875.0)	Direct
2021-10-04	Class B Common Stock	$0.0	M	19875	Acquired		Class A Common Stock (19875.0)	Direct
2021-10-04	Class B Common Stock	$0.0	C	19875	Disposed		Class A Common Stock (19875.0)	Direct
2021-10-05	Employee Stock Option (Right to Buy)	$0.79	M	40125	Disposed	2027-08-21	Class B Common Stock (40125.0)	Direct
2021-10-05	Class B Common Stock	$0.0	M	40125	Acquired		Class A Common Stock (40125.0)	Direct
2021-10-05	Class B Common Stock	$0.0	C	40125	Disposed		Class A Common Stock (40125.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $21.8400 to $22.7700, 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.5700 to $23.5600, 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 $23.5700 to $23.8200, 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.