Evgeny Fetisov - Mar 17, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Financial Officer
Signature: /s/ David Mason, as attorney-in-fact
Stock symbol: SEMR
Transactions as of: Mar 17, 2023
Transactions value $: -$150,940
Form type: 4
Date filed: 3/21/2023, 09:12 PM
Previous filing: Oct 27, 2022
Next filing: Apr 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Options Exercise	$24.7K	+20K	+14.34%	$1.23^*	159K	Mar 17, 2023	Direct
transaction	SEMR	Class A Common Stock	Sale	-$176K	-20K	-12.54%	$8.78	139K	Mar 17, 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)	Disposed to Issuer	$0	-20K	-2.63%	$0.00	741K	Mar 17, 2023	Class B Common Stock	20K	$1.23	Direct	F2
transaction	SEMR	Employee Stock Option (Right to Buy)	Award	$0	+20K		$0.00	20K	Mar 17, 2023	Class A Common Stock	20K	$1.23	Direct	F2
transaction	SEMR	Employee Stock Option (Right to Buy)	Options Exercise	$0	-20K	-100%	$0.00^*	0	Mar 17, 2023	Class A Common Stock	20K	$1.23	Direct	F2

* 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 $8.53 to $8.87, 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 this Form 4.
F2	The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on May 20, 2019 and was exercisable for up to an aggregate total of 725,592 shares of Class B Common Stock, which shares fully vests as of May 20, 2023. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.

Content

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $8.53 to $8.87, 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 this Form 4.

The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on May 20, 2019 and was exercisable for up to an aggregate total of 725,592 shares of Class B Common Stock, which shares fully vests as of May 20, 2023. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.