Large owner Francisco Partners Iv, L.P. converted options into 10,000,000 shares and returned $42,000,000 worth of shares to the company (10,000,000 units at $4.20) (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) 03/16/2025 | ||||||||||||||||||||||||||
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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 | 03/16/2025 | C(1) | 6,661,202 | A | (1) | 6,661,202 | I | By Francisco Partners IV, L.P.(2) | ||
| Class A Common Stock | 03/16/2025 | C(1) | 3,338,798 | A | (1) | 3,338,798 | I | By Francisco Partners IV-A, L.P.(2) | ||
| Class A Common Stock | 03/16/2025 | D | 6,661,202 | D | $4.2(3) | 0(3) | I | By Francisco Partners IV, L.P.(2) | ||
| Class A Common Stock | 03/16/2025 | D | 3,338,798 | D | $4.2(3) | 0(3) | I | By Francisco Partners IV-A, L.P.(2) | ||
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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 | ||||||||
| Class B Common Stock | (1) | 03/16/2025 | C(1) | 6,661,202 | (1) | (1) | Class A Common Stock | 6,661,202 | (1) | 40,019,294 | I | By Francisco Partners IV, L.P.(2) | |||
| Class B Common Stock | (1) | 03/16/2025 | C(1) | 3,338,798 | (1) | (1) | Class A Common Stock | 3,338,798 | (1) | 20,058,890 | I | By Francisco Partners IV-A, L.P.(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the Stock Purchase Agreement dated March 16, 2025, the Issuer has agreed to purchase an aggregate of 10,000,000 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $42,000,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate of 10,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. |
| 2. Francisco Partners GP IV, L.P. ("Francisco Partners GP IV") is the general partner of each of Francisco Partners IV, L.P. ("Francisco Partners IV") and Francisco Partners IV-A, L.P. ("Francisco Partners IV-A"). Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV. Francisco Partners Management, L.P. ("Francisco Partners Management") serves as the investment manager for each of Francisco Partners IV and Francisco Partners IV-A. Voting and disposition decisions at Francisco Partners Management with respect to the shares of Class B common stock held by Francisco Partners IV and Francisco Partners IV-A are made by an investment committee. Each of Francisco Partners Management, Francisco Partners GP IV Management Limited and Francisco Partners GP IV may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership except to the extent of their pecuniary interest. |
| 3. The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 21, 2025. |
| Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer | 03/18/2025 | |
| Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer | 03/18/2025 | |
| Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer | 03/18/2025 | |
| Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer | 03/18/2025 | |
| Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer | 03/18/2025 | |
| ** 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. | ||