SEMrush Holdings, Inc. — Director's Dealing 2022

Sep 15, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2022-09-13

Reporting Person: Fetisov Evgeny (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-13	Class A Common Stock	C	45000	—	Acquired	187421	Direct
2022-09-13	Class A Common Stock	S	45000	$11.5634	Disposed	142421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-13	Employee Stock Option (Right to Buy)	$1.233	M	45000	Disposed	2029-05-20	Class B Common Stock (45000.0)	Direct
2022-09-13	Class B Common Stock	$0.0	M	45000	Acquired		Class A Common Stock (45000.0)	Direct
2022-09-13	Class B Common Stock	$0.0	C	45000	Disposed		Class A Common Stock (45000.0)	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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.5000 to $12.0700, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4

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 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.