Vitalii Obishchenko - May 18, 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Operating Officer
Signature: /s/ Vitalii Obishchenko
Stock symbol: SEMR
Transactions as of: May 18, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/22/2023, 05:21 PM
Previous filing: Apr 25, 2023
Next filing: Jan 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Options Exercise	$0	+387K	+111.81%	$0.00	733K	May 18, 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	-387K	-100%	$0.00^*	0	May 18, 2023	Class B Common Stock	387K	$0.00	Direct	F2
transaction	SEMR	Employee Stock Option (Right to Buy)	Award	$0	+387K		$0.00	387K	May 18, 2023	Class A Common Stock	387K	$0.00	Direct	F2
transaction	SEMR	Employee Stock Option (Right to Buy)	Options Exercise	$0	-387K	-100%	$0.00^*	0	May 18, 2023	Class A Common Stock	387K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	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.
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 January 26, 2017 and was exercisable for up to an aggregate total of 422,100 shares of Class B Common Stock, which shares fully vested as of February 1, 2021. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.

Content

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.

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 January 26, 2017 and was exercisable for up to an aggregate total of 422,100 shares of Class B Common Stock, which shares fully vested as of February 1, 2021. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.