Delbert M Humenik Form 4 SEMrush / Delbert M Humenik ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Humenik Delbert M

(Last) (First) (Middle)

C/O SEMRUSH HOLDINGS, INC.

800 BOYLSTON STREET, SUITE 2475

(Street)

BOSTON MA 02199

(City) (State) (Zip)

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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/12/2021		C		21,171	A	$0	68,119(1)	D
Class A Common Stock	08/12/2021		S		21,171	D	$20.7(2)	46,948(1)	D
Class A Common Stock	08/13/2021		C		36,053	A	$0	83,001(1)	D
Class A Common Stock	08/13/2021		S		36,053	D	$21.53(3)	46,948(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$0.79	08/12/2021		M			21,171	(4)	08/21/2027	Class B Common Stock	21,171	$0	161,081	D
Class B Common Stock	$0.0	08/12/2021		M		21,171		(5)	(5)	Class A Common Stock	21,171	(5)	21,171	D
Class B Common Stock	$0.0	08/12/2021		C			21,171	(5)	(5)	Class A Common Stock	21,171	(5)	0	D
Employee Stock Option (Right to Buy)	$0.79	08/13/2021		M			36,053	(4)	08/21/2027	Class B Common Stock	36,053	$0	125,028	D
Class B Common Stock	$0.0	08/13/2021		M		36,053		(5)	(5)	Class A Common Stock	36,053	(5)	36,053	D
Class B Common Stock	$0.0	08/13/2021		C			36,053	(5)	(5)	Class A Common Stock	36,053	(5)	0	D

Explanation of Responses:

1. 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.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $20.54 to $20.77, 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 $21.16 to $21.76, 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 stock option is fully vested.

5. 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:

	/s/ Sharon Levine, Attorney-in-fact	08/16/2021
	** Signature of Reporting Person	Date
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