SEMrush Holdings, Inc. — Director's Dealing 2023

Apr 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Class A Common Stock	A	250836	—	Acquired	4094532	Direct
2023-04-03	Class A Common Stock	S	11201	$9.83	Disposed	4083331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Employee Stock Option (Right to Buy)	$7.93	A	477707	Acquired	2033-04-01	Class A Common Stock (477707.0)	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 April 1, 2024, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on April 1, 2024, at a rate of 6.25% of such RSUs each quarter.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 1, 2022 and represent the sale of shares necessary to meet tax withholding obligations as a result of vesting in restricted stock units on April 1, 2023. The sales do not represent a discretionary trade by the reporting person.

F3: 25% of the stock option shall vest on the twelve (12) month anniversary of April 1, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such options each month for the first 35 months and 2.5% of such options for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.