Oleg Shchegolev - Nov 23, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Sharon Levine, Attorney-in Fact
Stock symbol: SEMR
Transactions as of: Nov 23, 2021
Transactions value $: -$9,840,000
Form type: 4
Date filed: 11/24/2021, 07:19 PM
Previous filing: Nov 17, 2021
Next filing: Feb 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SEMR	Class A Common Stock	Sale	-$9.84M	-500K	-17.88%	$19.68	2.3M	Nov 23, 2021	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution, sold 500,000 shares of Class A Common Stock, at a price per share of $19.68 (after underwriting discounts and commissions). The aforementioned trust was a selling stockholder in the registered public offering.
F2	These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.

Content

Pursuant to an underwriting agreement and in connection with the registered public offering of shares of the Issuer's Class A Common Stock, pursuant to a final prospectus dated November 18, 2021, which offering was consummated on November 23, 2021, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution, sold 500,000 shares of Class A Common Stock, at a price per share of $19.68 (after underwriting discounts and commissions). The aforementioned trust was a selling stockholder in the registered public offering.

These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.