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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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) 09/29/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/05/2023	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	09/29/2023		G		27,662,150	D	$0	0	I	The Oleg Shchegolev Grantor Retained Annuity Trust I(1)
Class A Common Stock	09/29/2023		G		27,662,150	A	$0	27,662,150	I	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(2)
Class A Common Stock	10/03/2023		S		2,398(3)	D	$8.03(4)	1,956,269(5)	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
Class B Common Stock	$0(6)	09/29/2023		G			10,082,415	(6)	(6)	Class A Common Stock	10,082,415	$0	0(7)	I	The Oleg Shchegolev Grantor Retained Annuity Trust I(1)
Class B Common Stock	$0(6)	09/29/2023		G		10,082,415		(6)	(6)	Class A Common Stock	10,082,415	$0	10,082,415	I	The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020(2)
Class B Common Stock	$0(6)							(6)	(6)	Class A Common Stock	3,991,046		3,991,046(8)	D

Explanation of Responses:

1. These shares are owned by The Oleg Shchegolev Grantor Retained Annuity Trust I ("GRAT I"), 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.

2. These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 ("Non-Exempt Trust"), 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.

3. 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, 2023. The sale does not represent a discretionary trade by the Reporting Person.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $7.96 to $8.18, 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. 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.

6. 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.

7. The amount of Class B Common Stock excludes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.

8. The amount of Class B Common Stock includes 3,991,046 shares of the Issuer's Class B Common Stock that GRAT I distributed without value to the Reporting Person on September 29, 2023 as an annuity payment which was exempt pursuant to Rule 16a-13.

Remarks:

On October 5, 2023, the Reporting Person filed a Form 4 which incorrectly described that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class A Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 23,671,104 shares of Class A Common Stock and 14,073,461 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5. This Form 4/A makes the correction to indicate that GRAT I distributed without value, pursuant to the terms of GRAT I, (i) an annuity payment of 3,991,046 shares of Class B Common Stock to the Reporting Person which was exempt pursuant to Rule 16a-13 and (ii) the remainder of 27,662,150 shares of Class A Common Stock and 10,082,415 shares of Class B Common Stock to Non-Exempt Trust which was exempt pursuant to Rule 16b-5.

	/s/ David Mason, as attorney-in-fact	12/11/2023
	** Signature of Reporting Person	Date
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