Oleg Shchegolev - Feb 27, 2023 Form 4/A - Amendment Insider Report for SEMrush Holdings, Inc. (SEMR)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ David Mason, as attorney-in-fact
Stock symbol: SEMR
Transactions as of: Feb 27, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 12/11/2023, 06:34 PM
Date Of Original Report: Mar 1, 2023
Previous filing: Aug 29, 2022
Next filing: Mar 17, 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	+1.12M	+96.52%	$0.00	2.29M	Feb 27, 2023	Direct	F1, F2

Showing 1 to 1 of 1 entries

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

Explanation of Responses:

Id	Content
F1	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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.
F2	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.

Content

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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.

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.

Remarks:

On March 1, 2023, the Reporting Person filed a Form 4 which inadvertently did not include the 125,418 RSUs that the Reporting Person received on April 1, 2022 as held directly by the Reporting Person in column 5 of Table I. Accordingly, each filing previously made for the Reporting Person after February 27, 2023 should be read to include an additional 125,418 shares of Class A Common Stock as held directly by the Reporting Person in column 5 of Table I.