SEMrush Holdings, Inc. — Director's Dealing 2021

Mar 25, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-03-24

Reporting Person: Pearce Dylan (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2082600	Indirect
Common Stock	1041300	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (8610000.0)		Indirect

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 will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. 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: The shares are held by Greycroft Growth II, L.P. ("GCG II"). Greycroft Growth II, LLC ("GCG II GP") is the general partner of GCG II. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: Each series of the Issuer's Preferred Stock is convertible into Common Stock on a 3:1 basis and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, all shares of each series of Preferred Stock will be converted into shares of Common Stock of the Issuer.