| 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) 09/01/2024 | ||||||||||||||||||||||||||
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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 | 09/01/2024 | C | 126,552 | A | $0 | 126,552 | D | |||
| Class A Common Stock | 2,632,721 | I | By DH 2024 GRAT(1) | |||||||
| Class A Common Stock | 2,632,721 | I | By CH 2024 GRAT(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 | ||||||||
| Restricted Stock Unit | (3) | 09/01/2024 | M | 256,595 | (4) | (4) | Class B Common Stock | 256,595 | $0 | 0 | D | ||||
| Class B Common Stock | (5) | 09/01/2024 | M | 256,595 | (5) | (5) | Class A Common Stock | 256,595 | $0 | 256,595 | D | ||||
| Class B Common Stock | (5) | 09/01/2024 | F | 130,043 | (5) | (5) | Class A Common Stock | 130,043 | $7.9 | 126,552 | D | ||||
| Class B Common Stock | (5) | 09/01/2024 | C | 126,552 | (5) | (5) | Class A Common Stock | 126,552 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Class B common stock. |
| 4. The restricted stock units vested or will vest in 16 equal quarterly installments that commenced on September 1, 2020. |
| 5. Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027. |
| Remarks: |
| /s/ Gracye Cheng, Attorney-in-Fact for Douglas Joseph Hirsch | 09/03/2024 | |
| ** 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. | ||