SEMrush Holdings, Inc. — Director's Dealing 2022

May 24, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2021-10-01

Reporting Person: Warden Andrew (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-01	Class A Common Stock	A	56651	—	Acquired	56651	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-01	Employee Stock Option (Right to Buy)	$23.83	A	113732	Acquired	2031-10-01	Class A Common Stock (113732.0)	Direct

Footnotes

F1: Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the RSUs shall vest on October 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on January 1, 2023.

F2: Does not reflect previously reported transactions that occurred after October 1, 2021.

F3: 25% of the shares underlying this option shall vest on October 1, 2022, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such shares each month for the first 35 months and 2.5% of such shares for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.