SEMrush Holdings, Inc. — Director's Dealing 2022

Oct 27, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2022-10-26

Reporting Person: Fetisov Evgeny (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-26	Class A Common Stock	C	10000	—	Acquired	150060	Direct
2022-10-26	Class A Common Stock	S	10000	$12.1152	Disposed	140060	Direct
2022-10-26	Class A Common Stock	S	623	$12.1152	Disposed	139437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-26	Employee Stock Option (Right to Buy)	$1.233	M	10000	Disposed	2029-05-20	Class B Common Stock (10000.0)	Direct
2022-10-26	Class B Common Stock	$0.0	M	10000	Acquired		Class A Common Stock (10000.0)	Direct
2022-10-26	Class B Common Stock	$0.0	C	10000	Disposed		Class A Common Stock (10000.0)	Direct

Footnotes

F1: A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

F2: 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.

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.