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

Role: Chief Operating Officer, Director, 10%+ Owner
Signature: /s/ Sharon Levine, Attorney-in Fact
Issuer symbol: SEMR
Transactions as of: 23 Nov 2021
Net transactions value: -$9,840,000
Form type: 4
Filing time: 24 Nov 2021, 19:20:27 UTC
Previous filing: 17 Nov 2021
Next filing: 04 Jan 2022
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	+500,000	+125%	$0.000000	900,000	23 Nov 2021	Direct	F1
transaction	SEMR	Class A Common Stock	Sale	$9,840,000	-500,000	-56%	$19.68	400,000	23 Nov 2021	Direct	F2

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	-500,000	-21%	$0.000000	1,854,860	23 Nov 2021	Class A Common Stock	500,000	$0.000000	Direct	F1, F3

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

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock was converted into one share of Class A Common Stock at the option of the holder 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.
F2	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, the Reporting Person sold 500,000 shares of Class A Common Stock, at a price per share of $19.68 (after underwriting discounts and commissions). The Reporting Person was a selling stockholder in the registered public offering.
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.