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Filing Details

Accession Number:: 0001831840-24-000021
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-10 19:25:32
Reporting Period:: 2024-05-08

Accepted Time:: 2024-05-10 19:25:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831840	Semrush Holdings Inc.	SEMR	Services-Prepackaged Software (7372)	844053265

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1849697	Eugenie Levin	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199	President	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2024-05-08	186,079	$0.00	635,516	No	4	C	Direct
Class A Common Stock	Acquisiton	2024-05-08	90,057	$0.00	725,573	No	4	C	Direct
Class A Common Stock	Disposition	2024-05-08	276,136	$15.19	449,437	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-05-09	36,483	$0.00	485,920	No	4	C	Direct
Class A Common Stock	Disposition	2024-05-09	36,483	$15.05	449,437	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2024-05-08	90,057	$0.00	90,057	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2024-05-08	90,057	$0.00	90,057	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-05-08	90,057	$0.00	90,057	$0.00
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2024-05-08	186,079	$0.00	186,079	$1.23
Class A Common Stock	Class B Common Stock	Acquisiton	2024-05-08	186,079	$0.00	186,079	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-05-08	186,079	$0.00	186,079	$0.00
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2024-05-09	36,483	$0.00	36,483	$1.23
Class A Common Stock	Class B Common Stock	Acquisiton	2024-05-09	36,483	$0.00	36,483	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-05-09	36,483	$0.00	36,483	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2027-01-26	No	4	M	Direct
1,300,857		No	4	M	Direct
1,210,800		No	4	C	Direct
36,483	2029-04-01	No	4	M	Direct
1,396,879		No	4	M	Direct
1,210,800		No	4	C	Direct
0	2029-04-01	No	4	M	Direct
1,247,283		No	4	M	Direct
1,210,800		No	4	C	Direct

Footnotes

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.
In previous Form 4 filings, an incorrect amount was reported in Column 5 of Table I by a deficit of 76 shares. The Reporting Person's correct stock ownership is reflected in Column 5 of this Form 4.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 12, 2023.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $15.00 to $15.46, 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 this footnote (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $15.00 to $15.22, 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 this footnote (5) to this Form 4.
This stock option is fully vested.
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.