Eugenie Levin - 03 Nov 2023 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: President
Signature: /s/ David Mason, as attorney-in-fact
Issuer symbol: SEMR
Transactions as of: 03 Nov 2023
Net transactions value: $0
Form type: 4
Filing time: 07 Nov 2023, 19:33:15 UTC
Previous filing: 14 Nov 2023
Next filing: 14 Nov 2023
SEC: View on sec.gov

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	+110,000	+97%	$0.000000	223,371	03 Nov 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)	Options Exercise	$0	-110,000	-28%	$0.000000	281,308	03 Nov 2023	Class B Common Stock	110,000	$1.23	Direct	F2
transaction	SEMR	Class B Common Stock	Options Exercise		+110,000	+9.1%		1,320,800	03 Nov 2023	Class A Common Stock	110,000	$0.000000	Direct	F3
transaction	SEMR	Class B Common Stock	Conversion of derivative security		-110,000	-8.3%		1,210,800	03 Nov 2023	Class A Common Stock	110,000	$0.000000	Direct	F3

* 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 stock option is fully vested.
F3	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 IPO and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation.