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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shchegolev Oleg
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
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 12/16/2024 G(1) 1,577,170 D $0(1) 0(2) I The Oleg Shchegolev Grantor Retained Annuity Trust II(3)
Class A Common Stock 12/16/2024 G(1) 1,577,170 A $0(1) 29,239,320 I The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(4)
Class A Common Stock 12/18/2024 C 1,991,046 A $0 7,308,073(5)(6) D
Class A Common Stock 3,238,714 I Shchegolev Holdings, LLC(7)
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
Class B Common Stock $0(8) 12/18/2024 C 1,991,046 (8) (8) Class A Common Stock 1,991,046 (8) 2,000,000 D
Explanation of Responses:
1. Represents 1,577,170 shares distributed from The Oleg Shchegolev Grantor Retained Annuity Trust II to The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 following the final annuity payment out of The Oleg Shchegolev Grantor Retained Annuity Trust II.
2. The amount of Class A Common Stock excludes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13.
3. These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust II, a trust for the benefit of the Reporting Person and certain members of the Reporting Person's family, and of which the Reporting Person is the sole trustee. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
4. These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
5. 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.
6. The amount of Class A Common Stock includes 2,278,204 shares of the Issuer's Class A Common Stock transferred from The Oleg Shchegolev Grantor Retained Annuity Trust II to the Reporting Person on December 16, 2024 in the form of an annuity payment, which was exempt from Section 16 pursuant to Rule 16a-13. The amount of Class A Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.
7. These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of The Oleg Shchegolev Irrevocable GST Trust of 2020. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
8. 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 Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date. The amount of Class B Common Stock reflects the optional conversion of Class B Common Stock by the Reporting Person on December 18, 2024.
Remarks:
/s/ David Mason, as attorney-in-fact 12/18/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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