SEMR Holdings Ltd. - Feb 14, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: 10%+ Owner
Signature: /s/ Joshua Posner, Authorized Signatory
Stock symbol: SEMR
Transactions as of: Feb 14, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/16/2023, 06:58 PM
Next filing: Apr 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Other	$0	+16.3M		$0.00	16.3M	Feb 14, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SEMR	Class B Common Stock	Other	$0	-16.3M	-100%	$0.00^*	0	Feb 14, 2023	Class A Common Stock	16.3M		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.