SEMrush Holdings, Inc. — Director's Dealing 2021

Apr 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-04-01

Reporting Person: Humenik Delbert M (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Class A Common Stock	A	46948	—	Acquired	46948	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Employee Stock Option (Right to Buy)	$12.78	A	46948	Acquired	2031-04-01	Class A Common Stock (46948.0)	Direct

Footnotes

F1: The reported transaction involved the Reporting Person's receipt of a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the restricted stock units shall vest on the twelve (12) month anniversary of April 1, 2021, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on the first day of the third month following the first anniversary of April 1, 2021, at a rate of 6.25% of such restricted stock units each quarter.

F2: 25% of the stock option shall vest on the twelve (12) month anniversary of April 1, 2021, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such options each month for the first 35 months and 2.5% of such options for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.