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 * Humenik Delbert M 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
(Last)         (First)         (Middle)
C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475
3. Date of Earliest Transaction (MM/DD/YYYY)
10/11/2021
(Street)
BOSTON, MA 02199
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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  10/11/2021    C    27831  A $0  74779 (1) D   
Class A Common Stock  10/11/2021    S    18061  D $23.7645 (2) 56718 (1) D   
Class A Common Stock  10/11/2021    S    9770  D $24.4486 (3) 46948 (1) D   
Class A Common Stock  10/12/2021    C    32169  A $0  79117 (1) D   
Class A Common Stock  10/12/2021    S    31169  D $22.3455 (4) 47948 (1) D   
Class A Common Stock  10/12/2021    S    1000  D $23.2061 (5) 46948 (1) 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
Employee Stock Option (Right to Buy)  $0.79  10/11/2021    M        27831    (6) 8/21/2027  Class B Common Stock  27831.0  $0  258099  D   
Class B Common Stock  $0.0  10/11/2021    M     27831       (7)  (7) Class A Common Stock  27831.0   (7) 27831  D   
Class B Common Stock  $0.0  10/11/2021    C        27831    (7)  (7) Class A Common Stock  27831.0   (7) 0  D   
Employee Stock Option (Right to Buy)  $0.79  10/12/2021    M        32169    (6) 8/21/2027  Class B Common Stock  32169.0  $0  225930  D   
Class B Common Stock  $0.0  10/12/2021    M     32169       (7)  (7) Class A Common Stock  32169.0   (7) 32169  D   
Class B Common Stock  $0.0  10/12/2021    C        32169    (7)  (7) Class A Common Stock  32169.0   (7) 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 $23.1000 to $24.0900, 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 $24.1100 to $24.7000, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $21.9500 to $22.8500, 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)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $22.9700 to $23.4000, 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 (5) to this Form 4.
(6)  The stock option is fully-vested.
(7)  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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2021.

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


Chief Revenue Officer

Signatures
/s/ Sharon Levine, Attorney-in-fact 10/13/2021
**Signature of Reporting Person Date
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