Sec Form 4 Filing - Obishchenko Vitalii @ SEMrush Holdings, Inc. - 2023-05-18

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 Obishchenko Vitalii 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 Operating Officer (Last) (First) (Middle) C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2023 (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 Class A Common Stock 05/18/2023 M 387,100 A $ 0 733,324 ( 1 ) 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 05/18/2023 D( 2 ) 387,100 ( 2 ) 01/26/2027 Class B Common Stock 387,100 $ 0 0 D Employee Stock Option (Right to Buy) $ 0 05/18/2023 A( 2 ) 387,100 10/01/2020 01/26/2027 Class A Common Stock 387,100 $ 0 387,100 D Employee Stock Option (Right to Buy) $ 0 05/18/2023 M( 2 ) 387,100 10/01/2020 01/26/2027 Class A Common Stock 387,100 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Obishchenko Vitalii C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON, MA02199 Chief Operating Officer Signatures /s/ Vitalii Obishchenko 05/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on January 26, 2017 and was exercisable for up to an aggregate total of 422,100 shares of Class B Common Stock, which shares fully vested as of February 1, 2021. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction.

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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