Director Hirsch Douglas Joseph was granted 21,394 shares, increasing direct ownership by 17% to 147,946 units (SEC Form 4)
$GDRX
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/26/2024 | A | 797(1) | A | $0 | 127,349 | D | |||
| Class A Common Stock | 10/26/2024 | A | 20,597(2) | A | $0 | 147,946 | D | |||
| Class A Common Stock | 2,632,721 | I | By DH 2024 GRAT(3) | |||||||
| Class A Common Stock | 2,632,721 | I | By CH 2024 GRAT(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (5) | 10/26/2024 | A | 61,563 | (6) | (6) | Class A Common Stock | 61,563 | $0 | 61,563 | D | ||||
| Explanation of Responses: |
| 1. Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in approximately equal monthly installments over three months beginning on October 31, 2024, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2027; (ii) Separation from Service; (iii) a Change in Control; (iv) Death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors). |
| 2. Reflects restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. The restricted stock units vest in full on the earlier of (i) June 6, 2025 and (ii) the date of the 2025 Annual Meeting of Stockholders, subject to continued service through the applicable vesting date. |
| 3. Share held directly by DH 2024 GRAT, a grantor retained annuity trust (the "DH 2024 GRAT"). The Reporting Person serves as the sole trustee and sole annuitant of the DH 2024 GRAT. |
| 4. Share held directly by CH 2024 GRAT, a grantor retained annuity trust (the "CH 2024 GRAT"). Chona Hirsch, the Reporting Person's spouse, serves as the sole trustee and sole annuitant of the CH 2024 GRAT. The Reporting Person has no pecuniary interest in or voting or investment control over the shares of Class A Common Stock held by the CH 2024 GRAT and disclaims beneficial ownership of such shares. This filing is not an admission or acknowledgment that the Reporting Person is the beneficial owner of such shares. |
| 5. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. |
| 6. The restricted stock unit award vests as to one-third of the shares underlying the award on each of the first three anniversaries of the grant date, beginning on October 26, 2025, subject to continued service through the applicable vesting date. |
| Remarks: |
| /s/ Gracye Cheng, Attorney-in-Fact for Douglas Joseph Hirsch | 10/28/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||