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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Carolina A. Picazo Spectrum Equity, 140 New Montgomery St., 20th Floor, San Francisco, CA, 94105 (415) 464-4600 (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
Spectrum Equity VII, 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
22,843,992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 129,645,461 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 Annual Report on Form 10-K filed on February 27, 2025 (the "10-K"), as increased by 22,905,133 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 Spectrum Repurchase, as defined below.
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Spectrum Equity Associates VII, 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
22,905,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 129,645,461 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 22,905,133 Class B Shares held by the Reporting Persons following the March 2025 Spectrum Repurchase, as defined below.
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Spectrum VII Investment Managers' Fund, 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
39,101.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 129,645,461 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 22,905,133 Class B Shares held by the Reporting Persons following the March 2025 Spectrum Repurchase, as defined below.
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Spectrum VII Co-Investment Fund, 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
22,040.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 129,645,461 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 22,905,133 Class B Shares held by the Reporting Persons following the March 2025 Spectrum Repurchase, as defined below.
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
SEA VII Management, LLC | ||||||||
| 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
22,905,133.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row 13. Calculated assuming 129,645,461 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 22,905,133 Class B Shares held by the Reporting Persons following the March 2025 Spectrum 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:
This Amendment No. 4 ("Amendment No. 4") 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 November 21, 2023, Amendment No. 2, filed with the SEC on March 8, 2024 and Amendment No. 3, filed with the SEC on September 3, 2024 (the "Original 13D" and, as amended by Amendment No. 4, 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. 4 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"):
1. Spectrum Equity VII, L.P. ("SE VII")
2. Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates")
3. Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund")
4. Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund")
5. SEA VII Management, LLC ("Management LLC") | |
| (b) | Information with respect to the members and executive officers of Management LLC (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. | |
| (c) | The information set forth in Item 2(b) of this Amendment No. 4 is incorporated herein by reference. | |
| (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. 4 is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(b) of this Amendment No. 4 is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof:
On March 16, 2025, SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund (collectively, the "Selling Stockholders") and the Issuer entered into a Stock Purchase Agreement (the "March 2025 Spectrum Stock Purchase Agreement"), pursuant to which the Selling Stockholders agreed to sell an aggregate of 3,000,000 Class A Shares to the Issuer for net proceeds of $12,600,000 (the "March 2025 Spectrum Repurchase"). The March 2025 Spectrum Repurchase is expected to close on March 21, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | All such ownership percentages of the securities reported in this Schedule 13D were calculated assuming 129,645,461 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 22,905,133 Class B Shares held by the Reporting Persons following the March 2025 Spectrum Repurchase.
The aggregate 22,905,133 securities reported in this statement, which constitute 17.7% of the outstanding Class A Shares, are held by the Reporting Persons on an as-converted basis as follows: SE VII is the holder of record of 22,843,992 Class A Shares, Spectrum VII Investment Managers' Fund is the holder of record of 39,101 Class A Shares, and Spectrum VII Co-Investment Fund is the holder of record of 22,040 Class A Shares. | |
| (b) | The general partner of SE VII is Spectrum Equity Associates. The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund and Spectrum Equity Associates is Management LLC. Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities. | |
| (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 Spectrum Equity Associates VII, L.P., as general partner of Spectrum Equity VII, L.P.; (2) as the general partner of Spectrum Equity Associates VII, L.P.; (3) as general partner of Spectrum VII Investment Managers' Fund, L.P.; (4) as general partner of Spectrum VII Co-Investment Fund, L.P. |