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Filing Details

Accession Number:: 0001472414-21-000011
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-10 21:15:45
Reporting Period:: 2021-11-08

Accepted Time:: 2021-11-10 21:15:45
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1831840	Semrush Holdings Inc.	SEMR	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1472414	M Delbert Humenik	C/O Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston MA 02199	Chief Revenue Officer	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	2021-11-08	13,123	$0.00	60,071	No	4	C	Direct
Class A Common Stock	Disposition	2021-11-08	5,223	$24.55	54,848	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-08	7,500	$25.27	47,348	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-08	400	$26.35	46,948	No	4	S	Direct
Class A Common Stock	Acquisiton	2021-11-09	16,877	$0.00	63,825	No	4	C	Direct
Class A Common Stock	Disposition	2021-11-09	8,230	$24.74	55,595	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-09	8,147	$25.69	47,448	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-09	500	$26.14	46,948	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct
No	4	S	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	2021-11-08	13,123	$0.00	13,123	$0.79
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-08	13,123	$0.00	13,123	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-08	13,123	$0.00	13,123	$0.00
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2021-11-09	16,877	$0.00	16,877	$0.79
Class A Common Stock	Class B Common Stock	Acquisiton	2021-11-09	16,877	$0.00	16,877	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-09	16,877	$0.00	16,877	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
32,807	2027-08-21	No	4	M	Direct
13,123		No	4	M	Direct
0		No	4	C	Direct
15,930	2027-08-21	No	4	M	Direct
16,877		No	4	M	Direct
0		No	4	C	Direct

Footnotes

The total number reported in Table I, Column 5 includes a grant of 46,948 restricted stock units under the Issuer's 2021 Stock Option and Incentive Plan made on April 1, 2021. Each restricted stock unit represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. 25% of the 46,948 restricted stock units granted shall vest on April 1, 2022, and the remainder shall vest in quarterly installments over a 36-month period thereafter, starting on July 1, 2022, at a rate of 6.25% of such restricted stock units each quarter.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.9600 to $24.9500, 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 footnote (2) 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 $24.9900 to $25.7200, 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 footnote (3) 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 $24.1100 to $25.1000, 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 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 $25.1200 to $26.0900, 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 footnote (5) 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 $26.1200 to $26.1700, 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 footnote (6) to this Form 4.
The 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.