SEMrush Holdings, Inc. — Director's Dealing 2023

Dec 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-12-01

Reporting Person: Levin Eugenie (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-01	Class A Common Stock	C	27810	—	Acquired	300257	Direct
2023-12-01	Class A Common Stock	C	11266	—	Acquired	311523	Direct
2023-12-01	Class A Common Stock	S	27810	$10.93	Disposed	283713	Direct
2023-12-01	Class A Common Stock	S	11266	$10.94	Disposed	272447	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-01	Employee Stock Option (Right to Buy)	$0	M	11266	Disposed	2027-01-26	Class B Common Stock (11266)	Direct
2023-12-01	Class B Common Stock	$0	M	11266	Acquired		Class A Common Stock (11266)	Direct
2023-12-01	Class B Common Stock	$0	C	11266	Disposed		Class A Common Stock (11266)	Direct
2023-12-01	Employee Stock Option (Right to Buy)	$1.23	M	27810	Disposed	2029-04-01	Class B Common Stock (27810)	Direct
2023-12-01	Class B Common Stock	$0	M	27810	Acquired		Class A Common Stock (27810)	Direct
2023-12-01	Class B Common Stock	$0	C	27810	Disposed		Class A Common Stock (27810)	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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 15, 2023.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.77 to $11.00, 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 (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $10.77 to $11.01, 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: The stock option is fully vested.

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 IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.