SEMrush Holdings, Inc. — Director's Dealing 2023

May 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-05-18

Reporting Person: Obishchenko Vitalii (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-18	Class A Common Stock	M	387100	—	Acquired	733324	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-18	Employee Stock Option (Right to Buy)	$0	D	387100	Disposed	2027-01-26	Class B Common Stock (387100)	Direct
2023-05-18	Employee Stock Option (Right to Buy)	$0	A	387100	Acquired	2027-01-26	Class A Common Stock (387100)	Direct
2023-05-18	Employee Stock Option (Right to Buy)	$0	M	387100	Disposed	2027-01-26	Class A Common Stock (387100)	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 two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on January 26, 2017 and was exercisable for up to an aggregate total of 422,100 shares of Class B Common Stock, which shares fully vested as of February 1, 2021. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.