Dmitry Melnikov - Jul 6, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Director, 10%+ Owner
Signature: /s/ David Mason, as attorney-in-fact
Stock symbol: SEMR
Transactions as of: Jul 6, 2023
Transactions value $: -$11,803
Form type: 4
Date filed: 7/7/2023, 04:58 PM
Previous filing: Jun 12, 2023
Next filing: Oct 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Sale	-$11.8K	-1.23K	-0.07%	$9.58	1.78M	Jul 6, 2023	Direct	F1, F2
holding	SEMR	Class A Common Stock						10.6M	Jul 6, 2023	The Dmitry Melnikov Grantor Retained Annuity Trust - One	F3
holding	SEMR	Class A Common Stock						1.76M	Jul 6, 2023	The Dmitry Melnikov Grantor Retained Annuity Trust - Three	F4
holding	SEMR	Class A Common Stock						5.92M	Jul 6, 2023	Min Choron LLC	F5

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

Explanation of Responses:

Id	Content
F1	The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on July 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
F2	A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F3	These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F4	These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F5	These shares are owned by Min Choron LLC, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.