SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Semrush Holdings, Inc.

(Name of Issuer)

Class A Common Stock, $0.00001 par value per share

(Title of Class of Securities)

81686C104

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 8 Pages

Exhibit Index: Page 7

1	NAMES OF REPORTING PERSONS
	Cat Rock Capital Management, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			8,596,358
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			8,596,358
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,596,358
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.18%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, PN

1	NAMES OF REPORTING PERSONS
	ALEXANDER CAPTAIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			8,596,358
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			8,596,358
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,596,358
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.18%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC, IN

Page 4 of 7 Pages

Item 1(a). Name of Issuer:

Semrush Holdings, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

800 Boylston Street, Suite 2475, Boston, MA 02199

Item 2(a). Name of Person Filing:

(i) Cat Rock Capital Management, LP, as investment adviser

(ii) Alexander Captain, as CEO, portfolio manager and limited partner of Cat Rock Capital Management

Item 2(b). Address of Principal Business Office or, if none, Residence:

(i) and (ii) 8 Sound Shore Drive, Suite 250, Greenwich, CT, 06830

Item 2(c). Citizenship:

(i) Cat Rock Capital Management, LP is a Delaware limited partnership

(ii) Alexander Captain is a United States citizen

Item 2(d). Title of Class of Securities:

Class A Common Stock, $0.00001 par value per share

Item 2(e). CUSIP Number:

81686C104

Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under Section 15 of the Act;

(b)
☐ Bank as defined in Section 3(a)(6) of the Act;

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) ☒ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ☒ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Page 5 of 7 Pages

Item 4. Ownership.

The following information sets forth the aggregate number and percentage of the Class A Common Stock of the Issuer. The percentage reported herein is based on 119,748,913 shares of Class A Common Stock outstanding as of October 27, 2023, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2023. In addition to its Class A Common Stock, the Issuer has 23,482,057 shares of Class B Common Stock, $0.00001 par value per share, outstanding as of October 27, 2023. Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. Accordingly, the Reporting Persons’ 8,596,358 shares of Class A Common Stock represent approximately 2.42% of the aggregate voting power of the Class A Common Stock and Class B Common Stock outstanding.

(a)	Amount Beneficially Owned:		8,596,358
(b)	Percent of Class:		7.18%
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote:	0
	(ii)	shared power to vote or to direct the vote:	8,596,358
	(iii)	sole power to dispose or to direct the disposition of:	0
	(iv)	shared power to dispose or to direct the disposition of:	8,596,358

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Certain funds managed by Cat Rock Capital Management are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

See disclosure in Item 2 hereof.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect for the time being.

Page 6 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CAT ROCK CAPITAL MANAGEMENT LP
By:	/s/ Alexander Captain

Name:	Alexander Captain
Title:	Chief Executive Officer

	ALEXANDER CAPTAIN
	/s/ Alexander Captain
February 14, 2024

Page 7 of 7 Pages

EXHIBIT INDEX

Exhibit A: Joint Filing Agreement, dated February 14, 2024

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Semrush Holdings, Inc., dated as of February 14, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

CAT ROCK CAPITAL MANAGEMENT LP
By:	/s/ Alexander Captain

Name:	Alexander Captain
Title:	Chief Executive Officer

	ALEXANDER CAPTAIN
	/s/ Alexander Captain
February 14, 2024