Delbert Humenik - Aug 26, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Revenue Officer
Signature: /s/ Sharon Levine, Attorney-in-fact
Stock symbol: SEMR
Transactions as of: Aug 26, 2021
Transactions value $: -$254,874
Form type: 4
Date filed: 8/30/2021, 08:32 PM
Previous filing: Aug 26, 2021
Next filing: Sep 7, 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	+100	+0.21%	$0.00	47K	Aug 26, 2021	Direct	F1
transaction	SEMR	Class A Common Stock	Sale	-$2.45K	-100	-0.21%	$24.50	46.9K	Aug 26, 2021	Direct	F1
transaction	SEMR	Class A Common Stock	Conversion of derivative security	$0	+9.9K	+21.09%	$0.00	56.8K	Aug 27, 2021	Direct	F1
transaction	SEMR	Class A Common Stock	Sale	-$252K	-9.9K	-17.41%	$25.50	46.9K	Aug 27, 2021	Direct	F1, 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	$0	-100	-0.15%	$0.00	64.5K	Aug 26, 2021	Class B Common Stock	100	$0.79	Direct	F3
transaction	SEMR	Class B Common Stock	Options Exercise		+100			100	Aug 26, 2021	Class A Common Stock	100	$0.00	Direct	F4
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-100	-100%		0	Aug 26, 2021	Class A Common Stock	100	$0.00	Direct	F4
transaction	SEMR	Employee Stock Option (Right to Buy)	Options Exercise	$0	-9.9K	-15.34%	$0.00	54.6K	Aug 27, 2021	Class B Common Stock	9.9K	$0.79	Direct	F3
transaction	SEMR	Class B Common Stock	Options Exercise		+9.9K			9.9K	Aug 27, 2021	Class A Common Stock	9.9K	$0.00	Direct	F4
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-9.9K	-100%		0	Aug 27, 2021	Class A Common Stock	9.9K	$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 total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.50 to $26.35, 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 is fully vested.
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.