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: Melnikov Dmitry (Director, Chief Operating Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2854860	Direct
Common Stock	5924595	Indirect
Common Stock	19769145	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 convertible 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: These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty Trust. 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: These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.