FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Levin Eugenie 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 Strategy and CDO
(Last)         (First)         (Middle)
C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475
3. Date of Earliest Transaction (MM/DD/YYYY)
9/22/2021
(Street)
BOSTON, MA 02199
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
10/6/2021 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/22/2021    C    45000  A $0  45000  D   
Class A Common Stock  10/6/2021    S    100  D $24  44900  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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  $0.0  9/22/2021    C        45000    (1)  (1) Class A Common Stock  45000.0   (1) 1210800  D   

Explanation of Responses:
(1)  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 September 22, 2021 conversion of 45,000 shares of Class B common stock to Class A common stock. Accordingly, each filing previously made for the reporting person after September 22, 2021 should be read to include an additional 45,000 shares of Class A common stock as held directly by the reporting person in column 5 of Table I. On October 6, 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 October 6, 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 sale of Class A shares that did occur on such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Levin Eugenie
C/O SEMRUSH HOLDINGS, INC.
800 BOYLSTON STREET, SUITE 2475
BOSTON, MA 02199


Chief Strategy and CDO

Signatures
/s/ Sharon Levine, Attorney-in-fact 10/8/2021
**Signature of Reporting Person Date
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