Andrew Warden - Apr 21, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Marketing Officer
Signature: /s/ Jared Fine, as attorney-in-fact
Stock symbol: SEMR
Transactions as of: Apr 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/25/2023, 04:26 PM
Previous filing: Apr 5, 2023
Next filing: Jul 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Award	$0	+66.9K	+125.19%	$0.00	120K	Apr 21, 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	Employee Stock Option (Right to Buy)	Award	$0	+127K		$0.00	127K	Apr 21, 2023	Class A Common Stock	127K	$9.78	Direct	F2

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

Explanation of Responses:

Id	Content
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, at a rate of 6.25% of such RSUs each quarter.
F2	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.