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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Trevor Bezdek 2701 Olympic Boulevard, Santa Monica, CA, 90404 (855) 268-2822 (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
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Idea Men, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
50,164,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
32.31 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value | |
| (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 to Schedule 13D (the "Amendment No. 4") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 1, 2021 (as amended, the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
March 2025 Stock Purchase Agreement
On March 16, 2025, the Reporting Person and the Issuer entered into a stock purchase agreement (the "March 2025 Stock Purchase Agreement"), pursuant to which the Reporting Person agreed to sell an aggregate of 7,000,000 shares of Class A Common Stock to the Issuer, after giving effect to the automatic conversion of Class B Common Stock, for net proceeds of $29,400,000, or $4.20 per share (the "March 2025 Repurchase"). The March 2025 Repurchase is expected to close on March 21, 2025.
Pursuant to the March 2025 Stock Purchase Agreement, the Reporting Person agreed to not, without the Issuer's prior approval, sell, transfer, or otherwise dispose of or enter into a hedging transaction involving any shares of Class A Common Stock or Class B Common Stock until the completion of the second full trading day after the public release of earnings data for the quarter ended March 31, 2025, subject to certain limited exceptions.
The foregoing description of the March 2025 Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 above summarizes certain provisions of the March 2025 Stock Purchase Agreement and is incorporated herein by reference. A copy of such agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Stock Purchase Agreement, dated as of March 16, 2025. | ||
| 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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