<SEC-DOCUMENT>0001628280-21-005524.txt : 20210324
<SEC-HEADER>0001628280-21-005524.hdr.sgml : 20210324
<ACCEPTANCE-DATETIME>20210324210954
ACCESSION NUMBER:		0001628280-21-005524
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210324
FILED AS OF DATE:		20210324
DATE AS OF CHANGE:		20210324

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Melnikov Dmitry
		CENTRAL INDEX KEY:			0001849699

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40276
		FILM NUMBER:		21769868

	MAIL ADDRESS:	
		STREET 1:		C/O SEMRUSH HOLDINGS, INC.
		STREET 2:		800 BOYLSTON STREET, SUITE 2475
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SEMrush Holdings, Inc.
		CENTRAL INDEX KEY:			0001831840
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				844053265
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		800 BOYLSTON STREET, SUITE 2475
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		800-851-9959

	MAIL ADDRESS:	
		STREET 1:		800 BOYLSTON STREET, SUITE 2475
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_161663457886557.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-03-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001831840</issuerCik>
        <issuerName>SEMrush Holdings, Inc.</issuerName>
        <issuerTradingSymbol>SEMR</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001849699</rptOwnerCik>
            <rptOwnerName>Melnikov Dmitry</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O SEMRUSH HOLDINGS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>800 BOYLSTON STREET, SUITE 2475</rptOwnerStreet2>
            <rptOwnerCity>BOSTON</rptOwnerCity>
            <rptOwnerState>MA</rptOwnerState>
            <rptOwnerZipCode>02199</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>Chief Operating Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2854860</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>5924595</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
                <footnoteId id="F1"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>19769145</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">Immediately prior to the closing of the Issuer's initial public offering and following the conversion of each series of the Issuer's convertible preferred stock into Common Stock, each share of Common Stock will be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-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.</footnote>
        <footnote id="F2">These shares are owned by Min Choron LLC. The Melnikov Family Dynasty Trust is the sole Member of Min Choron LLC. Concord Trust Company is the trustee of The Melnikov Family Dynasty Trust. 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.</footnote>
        <footnote id="F3">These shares are owned by a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. 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.</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24.1 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Sharon Levine, Attorney-in-fact of the Reporting Person</signatureName>
        <signatureDate>2021-03-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex-24.htm
<DESCRIPTION>DMITRY MELNIKOV POA
<TEXT>
<!-- Document created using Workiva -->
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<pre>
POWER  OF ATTORNEY


Know all by these presents, that the undersigned  hereby constitutes  and appoints  each of Sharon Levine of SEMrush Holdings, Inc.  (the "Company") and Jared Fine, Lauren  Schwarzenholzer, and Nathan Needle  of Goodwin  Procter LLP, the Company's  outside counsel, as the undersigned's true and lawful attorney-in-fact to:

(1)         execute for and on behalf of the undersigned, in the undersigned's capacity  as an officer and/or director of the Company, (i) Form ID, including  any attached  documents, to effect the assignment  of codes to the undersigned to be used in the transmission  of information to the United  States Securities and Exchange  Commission  using the EDGAR  System, as well as any "update passphrase" confirmation  requests in connection  with such EDGAR codes.   (ii) Forms 3, 4 and 5, (iii) Schedule  13D, (iv) Schedule  13G and (v) amendments of each thereof, in accordance  with Section  16(a) of the Securities Exchange  Act of 1934, as amended, and the rules thereunder;

(2)         do and perform  any and all acts for and on behalf of the undersigned which may be necessary  or desirable  to complete  and execute any such Form  3, 4 or 5, Schedule  13D. Schedule  13G  or any amendments  thereto and timely file such form with the United
States Securities  and Exchange  Commission  and any stock exchange  or similar authority;
and

(3)         take any other action of any type whatsoever  in connection  with the foregoing  which, in the opinion  of such attorney-in-fact, may be of benefit to, in the best interest of,  or legally required  by, the undersigned, it being understood  that the documents  executed by such attorney-in-fact on behalf of the undersigned pursuant  to this Power of Attorney  shall be
in such form and shall contain  such terms and conditions  as such attorney-in-fact may approve  in such attorney-in-fact's  discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform  any and every act and thing whatsoever  requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes  as the undersigned might or could do if personally  present, with full power of substitution  or revocation, hereby ratifying  and confirming  all that such attorney-in-fact, or such attorney-in-fact's  substitute  or substitutes,  shall lawfully do or cause to be done by virtue of this Power of Attorney  and the rights and powers herein granted.  The undersigned acknowledges  that the foregoing  attorneys-in-fact, in serving in such capacity  at the request of the undersigned, are not assuming, nor is the Company  assuming, any of the undersigned's responsibilities to comply with Section  16  or Regulation  13D-G of the Securities Exchange  Act of 1934,
as amended.  The undersigned  hereby agrees to indemnify the attorney-in-fact and the Company  from and
against any demand, damage, loss,  cost or expense arising from any false or misleading  information provided  by the undersigned to the attorney-in-fact.

This Power of Attorney  shall remain in full force and effect until the undersigned  is no longer required to file Forms 3, 4 and 5  with respect to the undersigned's holdings  of and transactions  in securities  issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing  attorneys-in-fact.  This Power of Attorney  may be filed with the United  States Securities and Exchange  Commission  as a confirming  statement  of the authority  granted herein.  This Power of Attorney  supersedes  any prior power of attorney  in connection  with the undersigned's capacity  as an officer and/or director of the Company.   This Power of Attorney  shall expire as to any individual
attorney-in-fact if such attorney-in-fact ceases to be an executive  officer of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 25, 2021.

/s/ Dmitry Melnikov
________________________
Dmitry Melnikov
</pre>
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