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: Belanger Jeffrey (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Common Stock	J	0	—	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)	$1.86	J	209484	Disposed	2030-07-28	Common Stock (209484.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.86	J	119016	Disposed	2030-07-28	Common Stock (119016.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.86	J	209484	Acquired	2030-07-28	Class B Common Stock (209484.0)	Direct
2021-03-29	Employee Stock Option (Right to Buy)	$1.86	J	119016	Acquired	2030-07-28	Class B Common Stock (119016.0)	Direct
2021-03-29	Class B Common Stock	$	J	0	Acquired		Class A Common Stock (0.0)	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 was 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 July 6, 2021 and the remainder vests in equal monthly installments, such that the option will be fully vested as of July 6, 2024, subject to the Reporting Person's continuous employment with the Issuer on each such date.

F4: The stock option vests 25% on July 6, 2021 and the remainder vests in equal monthly installments, such that the option will be fully vested as of December 6, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.