Sec Form 4 Filing - Levin Eugenie @ SEMrush Holdings, Inc. - 2021-03-29

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Levin Eugenie 2. Issuer Name and Ticker or Trading Symbol SEMrush Holdings, Inc. [ SEMR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Strategy and CDO (Last) (First) (Middle) C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2021 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 03/29/2021 J( 2 ) 1,255,800 D 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 0 03/29/2021 J( 2 ) 202,800 ( 3 ) 01/26/2027 Common Stock 202,800 $ 0 0 D Employee Stock Option (Right to Buy) $ 1.23 03/29/2021 J( 2 ) 399,408 ( 4 ) 04/01/2029 Common Stock 399,408 $ 0 0 D Employee Stock Option (Right to Buy) $ 1.23 03/29/2021 J( 2 ) 500,592 ( 5 ) 04/01/2029 Common Stock 500,592 $ 0 0 D Employee Stock Option (Right to Buy) $ 0 03/29/2021 J( 2 ) 202,800 ( 3 ) 01/26/2027 Class B Common Stock 202,800 $ 0 202,800 D Employee Stock Option (Right to Buy) $ 1.23 03/29/2021 J( 2 ) 399,408 ( 4 ) 04/01/2029 Class B Common Stock 399,408 $ 0 399,408 D Employee Stock Option (Right to Buy) $ 1.23 03/29/2021 J( 2 ) 500,592 ( 5 ) 04/01/2029 Class B Common Stock 500,592 $ 0 500,592 D Class B Common Stock ( 1 ) 03/29/2021 J( 2 ) 1,255,800 ( 1 ) ( 1 ) Class A Common Stock 1,255,800 ( 1 ) 1,255,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levin Eugenie C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON, MA02199 Chief Strategy and CDO Signatures /s/ Sharon Levine, Attorney-in-fact 03/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. ( 3 )The stock option fully is fully vested. ( 4 )The stock option vests in equal monthly installments, such that the option will be fully vested as of April 1, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date. ( 5 )The stock option vests in equal monthly installments, such that the option will be fully vested as of December 1, 2022, subject to the Reporting Person's continuous employment with the Issuer on each such date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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