SEMrush Holdings, Inc. — Director's Dealing 2024

Dec 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2024-12-02

Reporting Person: Levin Eugenie (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-02	Class A Common Stock	C	57600	—	Acquired	659492	Direct
2024-12-02	Class A Common Stock	S	57600	$13.65	Disposed	601892	Direct
2024-12-04	Class A Common Stock	S	14400	$14.02	Disposed	587492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-02	Class B Common Stock	$0	C	57600	Disposed		Class A Common Stock (57600)	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 originally adopted by the Reporting Person on May 15, 2023, and later modified on August 8, 2024.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $13.40 to $13.76, 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 this 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 $14.00 to $14.10, 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 this footnote (4) to this Form 4.

F5: 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.