Evgeny Fetisov - Aug 20, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Financial Officer
Signature: /s/ Sharon Levine, Attorney-in-fact
Stock symbol: SEMR
Transactions as of: Aug 20, 2021
Transactions value $: -$317,127
Form type: 4
Date filed: 8/24/2021, 04:40 PM
Previous filing: Oct 4, 2021
Next filing: Sep 29, 2021

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	+8K		$0.00	8K	Aug 20, 2021	Direct
transaction	SEMR	Class A Common Stock	Sale	-$169K	-8K	-100%	$21.07	0	Aug 20, 2021	Direct	F1
transaction	SEMR	Class A Common Stock	Conversion of derivative security	$0	+7K		$0.00	7K	Aug 23, 2021	Direct
transaction	SEMR	Class A Common Stock	Sale	-$149K	-7K	-100%	$21.23	0	Aug 23, 2021	Direct	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		-8K	-1.1%		718K	Aug 20, 2021	Class B Common Stock	8K	$1.23	Direct	F3, F4
transaction	SEMR	Class B Common Stock	Options Exercise		+8K			8K	Aug 20, 2021	Class A Common Stock	8K	$0.00	Direct	F4
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-8K	-100%		0	Aug 20, 2021	Class A Common Stock	8K	$0.00	Direct	F4
transaction	SEMR	Employee Stock Option (Right to Buy)	Options Exercise		-7K	-0.98%		711K	Aug 23, 2021	Class B Common Stock	7K	$1.23	Direct	F3, F4
transaction	SEMR	Class B Common Stock	Options Exercise		+7K			7K	Aug 23, 2021	Class A Common Stock	7K	$0.00	Direct	F4
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-7K	-100%		0	Aug 23, 2021	Class A Common Stock	7K	$0.00	Direct	F4

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

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $20.75 to $21.63, 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 footnote (1) to this Form 4.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $21.05 to $21.56, 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 footnote (2) to this Form 4.
F3	The stock option vested 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.