Andrew Warden Form 4 SEMrush / Andrew Warden 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^*

Warden Andrew

(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 Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2022

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	11/16/2022		S		4,523(1)	D	$9.61(2)	85,572(3)	D
Class A Common Stock	01/09/2023		S		1,167(4)	D	$8.24(5)	84,405(3)	D
Class A Common Stock	01/07/2025		S		8,462(6)	D	$11.71(7)	276,656(3)(8)	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

Explanation of Responses:

1. The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of restricted stock units ("RSUs") on October 1, 2022. The sale does not represent a discretionary trade by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $9.45 to $9.83, 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 this footnote (2) to this Form 4.

3. A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.

4. The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of RSUs on January 1, 2023. The sale does not represent a discretionary trade by the Reporting Person.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $8.06 to $8.40, 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 this footnote (5) to this Form 4.

6. The sale reported in this Form 4 represents the sale of shares necessary to meet tax withholding obligations as a result of vesting of RSUs on January 1, 2025. The sale does not represent a discretionary trade by the Reporting Person.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.55 to $11.82, 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 this footnote (7) to this Form 4.

8. On April 5, 2023, the Reporting Person filed a Form 4 which erroneously stated "53,430" as the number of Class A Common Stock beneficially owned following reported transaction(s) in column 5 of Table I instead of "81,184". The balance in column 5 of Table I of this Form 4 corrects this error.

Remarks:

	/s/ David Mason, as attorney-in-fact	01/10/2025
	** Signature of Reporting Person	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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