SEMrush Holdings, Inc. — Director's Dealing 2021

Mar 30, 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: Fetisov Evgeny (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Common Stock	J	81102	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Employee Stock Option (Right to Buy)	$1.23	J	725592	Disposed	2029-05-20	Common Stock (725592.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.23	J	243306	Disposed	2029-05-20	Common Stock (243306.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.23	J	725592	Acquired	2029-05-20	Class B Common Stock (725592.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.23	J	243306	Acquired	2029-05-20	Class B Common Stock (243306.0)	Direct
2021-03-29	Class B Common Stock	$	J	81102	Acquired		Class A Common Stock (81102.0)	Direct

Footnotes

F1: 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.

F2: 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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F3: 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.

F4: 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 April 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.