Oleg Shchegolev - Aug 7, 2023 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: Aug 7, 2023
Transactions value $: -$4,400
Form type: 4
Date filed: 8/8/2023, 04:39 PM
Previous filing: Jul 7, 2023
Next filing: Dec 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Sale	-$4.4K	-400	-0.01%	$11.00	3.84M	Aug 7, 2023	Shchegolev Holdings, LLC	F1, F2
holding	SEMR	Class A Common Stock						1.83M	Aug 7, 2023	Direct	F3
holding	SEMR	Class A Common Stock						27.7M	Aug 7, 2023	The Oleg Shchegolev Grantor Retained Annuity Trust I	F4
holding	SEMR	Class A Common Stock						6M	Aug 7, 2023	The Oleg Shchegolev Grantor Retained Annuity Trust II	F5

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on April 17, 2023.
F2	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.
F3	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.
F4	These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I, 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	These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, 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.