Dmitry Melnikov - Feb 21, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Director, 10%+ Owner
Signature: Dmitry Melnikov
Stock symbol: SEMR
Transactions as of: Feb 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/23/2023, 05:40 PM
Previous filing: Oct 11, 2022
Next filing: Feb 27, 2023

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	+5.82M		$0.00	5.82M	Feb 21, 2023	See Footnote	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	Class B Common Stock	Conversion of derivative security	$0	-5.82M	-100%	$0.00^*	0	Feb 21, 2023	Class A Common Stock	5.82M	$0.00	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty 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.

Content

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.

These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty 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.