Oleg Shchegolev - Dec 16, 2024 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ David Mason, as attorney-in-fact
Stock symbol: SEMR
Transactions as of: Dec 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/18/2024, 07:04 PM
Previous filing: Dec 16, 2024
Next filing: Jan 10, 2025

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Gift	$0	-1.58M	-100%	$0.00	0	Dec 16, 2024	The Oleg Shchegolev Grantor Retained Annuity Trust II	F1, F2, F3
transaction	SEMR	Class A Common Stock	Gift	$0	+1.58M	+5.7%	$0.00	29.2M	Dec 16, 2024	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020	F1, F4
transaction	SEMR	Class A Common Stock	Conversion of derivative security	$0	+1.99M	+37.45%	$0.00	7.31M	Dec 18, 2024	Direct	F5, F6
holding	SEMR	Class A Common Stock						3.24M	Dec 16, 2024	Shchegolev Holdings, LLC	F7

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	Class B Common Stock	Conversion of derivative security		-1.99M	-49.89%		2M	Dec 18, 2024	Class A Common Stock	1.99M	$0.00	Direct	F8

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

Explanation of Responses:

Id	Content
F1	Represents 1,577,170 shares distributed from The Oleg Shchegolev Grantor Retained Annuity Trust II to The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 following the final annuity payment out of The Oleg Shchegolev Grantor Retained Annuity Trust II.
F2	The amount of Class A Common Stock excludes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
F3	These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of the Reporting Person and certain members of the Reporting Person's family, and of which the Reporting Person is the sole trustee. 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 Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. 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	A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
F6	The amount of Class A Common Stock includes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. The amount of Class A Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.
F7	These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. 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.
F8	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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date. The amount of Class B Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.