Evgeny Fetisov - Sep 13, 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Financial Officer
Signature: /s/ Evgeny Fetisov
Stock symbol: SEMR
Transactions as of: Sep 13, 2022
Transactions value $: -$520,353
Form type: 4
Date filed: 9/15/2022, 04:48 PM
Previous filing: Sep 13, 2022
Next filing: Oct 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Conversion of derivative security	$0	+45K	+31.6%	$0.00	187K	Sep 13, 2022	Direct	F1
transaction	SEMR	Class A Common Stock	Sale	-$520K	-45K	-24.01%	$11.56	142K	Sep 13, 2022	Direct	F1, F2

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	Employee Stock Option (Right to Buy)	Options Exercise	$0	-45K	-5.5%	$0.00	774K	Sep 13, 2022	Class B Common Stock	45K	$1.23	Direct	F3
transaction	SEMR	Class B Common Stock	Options Exercise		+45K			45K	Sep 13, 2022	Class A Common Stock	45K	$0.00	Direct	F4
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-45K	-100%		0	Sep 13, 2022	Class A Common Stock	45K	$0.00	Direct	F4

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

Explanation of Responses:

Id	Content
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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.5000 to $12.0700, 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 ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4
F3	The stock option vests 25% on May 20, 2020 and the remainder vests in equal monthly installments, such that the option will be fully vested as of May 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.
F4	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.