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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Steve Eisner Francisco Partners, One Letterman Drive, Building C - Suite 410 San Francisco, CA, 94129 (415) 418-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/16/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Francisco Partners IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
40,019,294.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 166,818,512 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the Issuer's Form 10-K filed on February 27, 2025 (the "10-K"), as increased by 60,078,184 shares of Class B Common Stock, which are convertible into Class A Shares on a one-to-one basis ("Class B Shares"), held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below.
SCHEDULE 13D
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Francisco Partners IV-A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,058,890.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below.
SCHEDULE 13D
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Francisco Partners GP IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,078,184.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below.
SCHEDULE 13D
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Francisco Partners GP IV Management Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,078,184.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 13Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below.
SCHEDULE 13D
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Francisco Partners Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
60,078,184.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase, as defined below.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
GoodRx Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2701 Olympic Boulevard, Santa Monica,
CALIFORNIA
, 90404. | |
Item 1 Comment:
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
This Amendment No. 2 ("Amendment No. 2") is being filed by the undersigned to amend the Schedule 13D filed with the SEC on June 1, 2021, as amended by Amendment No. 1, filed with the SEC on March 8, 2024 (the "Original 13D" and, as amended by Amendment No. 2, the "Schedule 13D") relating to shares of common stock (the "Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 2701 Olympic Boulevard, Santa Monica, California 90404. Except as set forth herein, the Original 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"):
Francisco Partners IV, L.P.
Francisco Partners IV-A, L.P.
Francisco Partners GP IV, L.P.
Francisco Partners GP IV Management Limited
Francisco Partners Management, L.P. | |
| (b) | Francisco Partners Management, L.P. is organized under the laws of the state of Delaware. The remaining Reporting Persons are organized under the laws of the Cayman Islands. The principal business address of the Reporting Persons is One Letterman Drive, Building C, Suite 410, San Francisco, CA 94129. The Reporting Persons are principally engaged in the business of managing their investments in the securities of the Issuer. | |
| (c) | Information with respect to the directors and officers of Francisco Partners GP IV Management Limited (collectively, the "Related Persons"), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on Schedule A attached to the Original 13D, which is incorporated herein by reference.
By virtue of the agreements made pursuant to the Stockholders Agreement (as defined below), the Reporting Persons, Idea Men, LLC and certain affiliates of Spectrum Equity and Silver Lake (collectively, the "Stockholders") acknowledge and agree that they are acting as a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Shares beneficially owned by the other Stockholders are not the subject of this Schedule 13D. For a description of the relationship between the Reporting Persons and the other Stockholders, see Item 4 below. | |
| (d) | During the last five years, neither the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | The information set forth in Item 2(d) of this Amendment No. 2 is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(c) of this Amendment No. 2 is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Original 13D is hereby amended to include the following at the end thereof:
On March 16, 2025, Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (collectively, the "Selling Stockholders") and the Issuer entered into a Stock Purchase Agreement (the "March 2025 Francisco Partners Stock Purchase Agreement"), pursuant to which the Selling Stockholders agreed to sell an aggregate 10,000,000 Class A Shares to the Issuer for net proceeds of $42,000,000 (the "March 2025 Francisco Partners Repurchase"). The March 2025 Francisco Partners Repurchase is expected to close on March 21, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The following sets forth, as of the date of this Schedule 13D, the aggregate number of Class A Shares and percentage of Class A Shares beneficially owned by each of the Reporting Persons (assuming conversion of the Class B Shares held by the Reporting Persons), assuming 166,818,512 Class A Shares outstanding, based upon 106,740,328 Class A Shares outstanding as of February 18, 2025 as reported on the 10-K, as increased by 60,078,184 Class B Shares held by the Reporting Persons following the March 2025 Francisco Partners Repurchase.
Shared Sole power Shared
Sole power power to to dispose power to
Amount to vote or vote or to or to direct dispose or to
beneficially Percent to direct direct the the direct the
Reporting Person owned of class the vote vote disposition disposition
Francisco Partners IV, L.P. 40,019,294 24.0% 0 40,019,294 0 40,019,294
Francisco Partners IV-A, L.P. 20,058,890 12.0% 0 20,058,890 0 20,058,890
Francisco Partners GP IV, L.P. 60,078,184 36.0% 0 60,078,184 0 60,078,184
Francisco Partners GP IV Management Limited 60,078,184 36.0% 0 60,078,184 0 60,078,184
Francisco Partners Management, L.P. 60,078,184 36.0% 0 60,078,184 0 60,078,184
Francisco Partners IV, L.P. is the record holder of 40,019,294 Class B Shares. Francisco Partners IV-A, L.P. is the record holder of 20,058,890 Class B Shares. The Class B Shares are convertible to Class A Shares on a one-to-one basis.
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| (b) | Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the shares of Class B Common Stock held by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. are made by an investment committee. Each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited, and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the Class B Shares held, but disclaims beneficial ownership.
In addition, as discussed in Item 2 above, by virtue of the agreements made pursuant to the Stockholders Agreement, the Stockholders acknowledge and agree that they are acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other Stockholders are not the subject of this Schedule 13D and accordingly, none of the other Stockholders are included as reporting persons herein. | |
| (c) | During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement, filed with the SEC as Exhibit 1 to the Original 13D on May 19, 2021. | ||
| 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.
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Comments accompanying signature:
(1) as the general partner of Francisco Partners GP IV Management Limited, the general partner of Francisco Partners GP IV, L.P., as general partner of Francisco Partners IV, L.P.; (2) as the general partner of Francisco Partners GP IV Management Limited, the general partner of Francisco Partners GP IV, L.P., as general partner of Francisco Partners IV-A, L.P.; (3) the general partner of Francisco Partners GP IV Management Limited, as general partner of Francisco Partners GP IV, L.P. |