David Mason - Nov 1, 2022 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: General Counsel
Signature: /s/ David Mason
Stock symbol: SEMR
Transactions as of: Nov 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/3/2022, 07:24 PM
Previous filing: Oct 19, 2022
Next filing: Nov 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Award	$0	+84K		$0.00	84K	Nov 1, 2022	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	+145K		$0.00	145K	Nov 1, 2022	Class A Common Stock	145K	$11.91	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 November 1, 2023, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on February 1, 2024, at a rate of 6.25% of such RSUs each quarter.
F2	25% of the shares underlying this option shall vest on November 1, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such shares each month for the first 35 months and 2.5% of such shares for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Content

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 November 1, 2023, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on February 1, 2024, at a rate of 6.25% of such RSUs each quarter.

25% of the shares underlying this option shall vest on November 1, 2023, and the remainder shall vest in monthly installments over a 36-month period thereafter, at a rate of 2.07% of such shares each month for the first 35 months and 2.5% of such shares for the 36th month, subject to the Reporting Person's continuous employment with the Issuer on each such date.