SEMrush Holdings, Inc. — Director's Dealing 2021

Sep 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-09-27

Reporting Person: Fetisov Evgeny (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Class A Common Stock	C	22471	—	Acquired	22471	Direct
2021-09-27	Class A Common Stock	S	21571	$21.5171	Disposed	900	Direct
2021-09-27	Class A Common Stock	S	700	$26.1107	Disposed	200	Direct
2021-09-27	Class A Common Stock	S	200	$27.365	Disposed	0	Direct
2021-09-28	Class A Common Stock	C	30229	—	Acquired	30229	Direct
2021-09-28	Class A Common Stock	S	30029	$24.0919	Disposed	200	Direct
2021-09-28	Class A Common Stock	S	200	$25.0263	Disposed	0	Direct
2021-09-29	Class A Common Stock	C	6300	—	Acquired	6300	Direct
2021-09-29	Class A Common Stock	S	6300	$24.5457	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	Employee Stock Option (Right to Buy)	$1.23	M	22471	Disposed	2029-05-20	Class B Common Stock (22471.0)	Direct
2021-09-27	Class B Common Stock	$0.0	M	22471	Acquired		Class A Common Stock (22471.0)	Direct
2021-09-27	Class B Common Stock	$0.0	C	22471	Disposed		Class A Common Stock (22471.0)	Direct
2021-09-28	Employee Stock Option (Right to Buy)	$1.23	M	30229	Disposed	2029-05-20	Class B Common Stock (30229.0)	Direct
2021-09-28	Class B Common Stock	$0.0	M	30229	Acquired		Class A Common Stock (30229.0)	Direct
2021-09-28	Class B Common Stock	$0.0	C	30229	Disposed		Class A Common Stock (30229.0)	Direct
2021-09-29	Employee Stock Option (Right to Buy)	$1.23	M	6300	Disposed	2029-05-20	Class B Common Stock (6300.0)	Direct
2021-09-29	Class B Common Stock	$0.0	M	6300	Acquired		Class A Common Stock (6300.0)	Direct
2021-09-29	Class B Common Stock	$0.0	C	6300	Disposed		Class A Common Stock (6300.0)	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 $25.02 to $26.00, 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 $26.03 to $26.26, 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 $27.11 to $27.62, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.65 to $24.34, 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 (4) to this Form 4

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.00 to $25.05, 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 $24.00 to $25.99, 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

F7: The stock option vests 25% on May 20, 2020 and the remainder vests in equal monthly installments, such that the option will be fully vested as of May 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F8: 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.