SEMrush Holdings, Inc. — Director's Dealing 2021

Mar 31, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-03-29

Reporting Person: SEMR Holdings Ltd. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Common Stock	C	14383800	—	Acquired	16256100	Direct
2021-03-29	Common Stock	J	16256100	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Series A Preferred Stock	$	C	2957000	Disposed		Common Stock (8871000.0)	Direct
2021-03-29	Series A-1 Preferred Stock	$	C	1837600	Disposed		Common Stock (5512800.0)	Direct
2021-03-29	Class B Common Stock	$	J	16256100	Acquired		Class A Common Stock (0.0)	Direct

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: Each series of the Issuer's Preferred Stock automatically converted into Common Stock on a 3:1 basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F3: 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..