Dylan Pearce - Nov 22, 2021 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Director
Signature: /s/ Sharon Levine, Attorney-in-fact for Reporting Person
Stock symbol: SEMR
Transactions as of: Nov 22, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/24/2021, 08:40 PM
Next filing: Dec 2, 2021

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	+1.25M		$0.00	1.25M	Nov 22, 2021	By Greycroft Growth II, L.P.	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	Class B Common Stock	Conversion of derivative security	$0	-1.25M	-10.65%	$0.00	10.5M	Nov 22, 2021	Class A Common Stock	1.25M		By Greycroft Growth II, L.P.	F1, F2

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

Explanation of Responses:

Id	Content
F1	The shares are held by Greycroft Growth II, L.P. ("GCG II"). Greycroft Growth II, LLC ("GCG II GP") is the general partner of GCG II. 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.
F2	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.

Content

The shares are held by Greycroft Growth II, L.P. ("GCG II"). Greycroft Growth II, LLC ("GCG II GP") is the general partner of GCG II. 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.

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.