Dmitry Melnikov - Jun 8, 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: Jun 8, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/12/2023, 08:21 PM
Previous filing: Jun 8, 2023
Next filing: Jul 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Award	$0	+21.6K	+1.23%	$0.00	1.78M	Jun 8, 2023	Direct	F1, F2
holding	SEMR	Class A Common Stock						10.6M	Jun 8, 2023	The Dmitry Melnikov Grantor Retained Annuity Trust - One	F3
holding	SEMR	Class A Common Stock						1.76M	Jun 8, 2023	The Dmitry Melnikov Grantor Retained Annuity Trust - Three	F4
holding	SEMR	Class A Common Stock						5.92M	Jun 8, 2023	Min Choron LLC	F5, F6

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

Explanation of Responses:

Id	Content
F1	Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. These RSUs shall vest in full upon the earlier of (i) June 8, 2024 or (ii) the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service relationship with the Issuer through such date.
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	In the Form 4 filed by the Reporting Person on February 23, 2023, the amount reported in Column 5 on Table I was incorrect due to an inadvertent administrative error. The current amount of Class A Common Stock owned by Min Choron LLC is correctly reported in this Form 4.
F6	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.