Oleg Shchegolev - Oct 3, 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: Oct 3, 2023
Transactions value $: -$19,256
Form type: 4
Date filed: 10/5/2023, 07:48 PM
Previous filing: Dec 11, 2023
Next filing: Dec 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Sale	-$19.3K	-2.4K	-0.04%	$8.03	5.82M	Oct 3, 2023	Direct	F1, F2, F3, F4
holding	SEMR	Class A Common Stock						3.84M	Oct 3, 2023	Shchegolev Holdings, LLC	F5
holding	SEMR	Class A Common Stock						6M	Oct 3, 2023	The Oleg Shchegolev Grantor Retained Annuity Trust II	F6
holding	SEMR	Class A Common Stock						23.7M	Oct 3, 2023	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020	F7, F8

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
holding	SEMR	Class B Common Stock						14.1M	Oct 3, 2023	Class A Common Stock	14.1M	$0.00	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020	F8, F9, F10

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

Explanation of Responses:

Id	Content
F1	The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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	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.
F4	The amount of Class A Common Stock includes 3,991,046 shares of the Issuer's Class A Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.
F5	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.
F6	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.
F7	The amount of Class A Common Stock includes 23,671,104 shares of the Issuer's Class A Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.
F8	These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, 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.
F9	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.
F10	The amount of Class B Common Stock includes 14,073,461 shares of the Issuer's Class B Common Stock transferred from the The Oleg Shchegolev Grantor Retained Annuity Trust I on September 29, 2023.