Sec Form 4/A Filing - Fetisov Evgeny @ SEMrush Holdings, Inc. - 2021-05-10

FORM 4/A 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 Fetisov Evgeny 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 Financial Officer (Last) (First) (Middle) C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2021 (Street) BOSTON, MA02199 4. If Amendment, Date Original Filed (MM/DD/YY) 09/29/2021 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 05/10/2021 C 81,102 A $ 0 81,102 D Class A Common Stock 09/27/2021 S 21,571 D $ 25.5171 ( 1 ) 59,531 D Class A Common Stock 09/27/2021 S 700 D $ 26.1107 ( 2 ) 58,831 D Class A Common Stock 09/27/2021 S 200 D $ 27.365 ( 3 ) 58,631 D Class A Common Stock 09/28/2021 S 30,029 D $ 24.0919 ( 4 ) 28,602 D Class A Common Stock 09/28/2021 S 200 D $ 25.0263 ( 5 ) 28,402 D Class A Common Stock 09/29/2021 S 6,300 D $ 24.5457 ( 6 ) 22,102 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 Class B Common Stock $ 0 05/10/2021 C 81,102 ( 7 ) ( 7 ) Class A Common Stock 81,102 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fetisov Evgeny C/O SEMRUSH HOLDINGS, INC. 800 BOYLSTON STREET, SUITE 2475 BOSTON, MA02199 Chief Financial Officer Signatures /s/ Sharon Levine, Attorney-in-fact 10/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.02 to $26.00, 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 (1) to this Form 4 ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $26.03 to $26.26, 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 ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $27.11 to $27.62, 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. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $23.65 to $24.34, 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $25.00 to $25.05, 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $24.00 to $25.99, 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 (8) to this Form 4. ( 7 )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.

Remarks: The reporting person inadvertently did not report the May 10, 2021 conversion of 81,102 shares of Class B common stock to Class A common stock. Accordingly, each filing previously made for the reporting person after May 10, 2021 should be read to include an additional 81,102 shares of Class A common stock as held directly by the reporting person in column 5 of Table I.On September 29, 2021, the Reporting person filed a Form 4 which erroneously included an exercise of options and conversion of shares of Class B common stock to Class A common stock on each of September 27, 2021, September 28, 2021 and September 29, 2021, and the subsequent sale of such shares. This Form 4/A has been filed to report that the exercise of options and related conversion of shares of Class B common stock did not occur. This Form 4/A shows the six sales of Class A shares that did occur on such dates.On September 29, 2021, the Reporting Person filed a Form 4 which, due to a scrivener's error, stated the price in Box 4 of Table 1 for 21,571 shares of common stock sold on September, 27, 2021 as $21.571 per share. This has been corrected to show the correct per share price of $25.5171.

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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