SEMrush Holdings, Inc. — Director's Dealing 2023

Mar 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-27	Class A Common Stock	C	1124007	—	Acquired	2163107	Direct
2023-02-27	Class A Common Stock	C	3236982	—	Acquired	4843696	Indirect
2023-02-27	Class A Common Stock	C	27662150	—	Acquired	27662150	Indirect
2023-02-27	Class A Common Stock	C	6000000	—	Acquired	6000000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-27	Class B Common Stock	$0.0	C	1124007	Disposed		Class A Common Stock (1124007.0)	Direct
2023-02-27	Class B Common Stock	$0.0	C	3236982	Disposed		Class A Common Stock (3236982.0)	Indirect
2023-02-27	Class B Common Stock	$0.0	C	27662150	Disposed		Class A Common Stock (27662150.0)	Indirect
2023-02-27	Class B Common Stock	$0.0	C	6000000	Disposed		Class A Common Stock (6000000.0)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.

F4: These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust 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.

F5: These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, 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.