Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * Fetisov Evgeny	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 Financial Officer
(Last)          (First)          (Middle) C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475	3. Date of Earliest Transaction (MM/DD/YYYY) 8/30/2022
(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	8/30/2022		C		40000	A	$0	182421 (1)	D
Class A Common Stock	8/30/2022		S		40000	D	$12.055 (2)	142421 (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)	$1.233	8/30/2022		M			40000	(3)	5/20/2029	Class B Common Stock	40000.0	$0	832796 (4)	D
Class B Common Stock	$0.0	8/30/2022		M		40000		(5)	(5)	Class A Common Stock	40000.0	(5)	40000	D
Class B Common Stock	$0.0	8/30/2022		C			40000	(5)	(5)	Class A Common Stock	40000.0	(5)	0	D

Explanation of Responses:
(1)	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.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $12.0000 to $12.3500, 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 ("SEC"), 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 stock option vests 25% on May 20, 2020 and the remainder vests in equal monthly installments, such that the option will be fully vested as of May 20, 2023, subject to the Reporting Person's continuous employment with the Issuer on each such date.
(4)	The number reported in Column 9 is the aggregate total of Employee Stock Option (Right to Buy) outstanding with an expiration date of May 20, 2029 (the "2019 Employee Stock Option"). The 2019 Employee Stock Option has been previously reported on two separate lines in this Table II for its incentive stock option portion and its non-qualified stock option portion, respectively. See Mr. Fetisov's Form 3 filed on March 24, 2021 and Form 4 filed on March 29, 2021. Given that the economic terms of these options are identical, they will be treated as the same class in this report and future reports.
(5)	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.

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

Signatures
/s/ Evgeny Fetisov		9/1/2022
**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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