SEMrush Holdings, Inc. — Director's Dealing 2023

Dec 12, 2023

SEC Form 4/A — Form 4/A

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-09-29

Reporting Person: Shchegolev Oleg (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-29	Class A Common Stock	G	27662150	—	Disposed	0	Indirect
2023-09-29	Class A Common Stock	G	27662150	—	Acquired	27662150	Indirect
2023-10-03	Class A Common Stock	S	2398	$8.03	Disposed	1956269	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-29	Class B Common Stock	$0	G	10082415	Disposed		Class A Common Stock (10082415)	Indirect
2023-09-29	Class B Common Stock	$0	G	10082415	Acquired		Class A Common Stock (10082415)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0		Class A Common Stock (3991046)	3991046	Direct

Footnotes

F1: These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT I"), a trust for the benefit of certain members of the Reporting Person's family. 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.

F2: These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt Trust"), a trust for the benefit of certain members of the Reporting Person's family. 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: The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.

F5: A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

F6: 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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.

F7: The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.

F8: The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.