SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Trevor Bezdek c/o GoodRx Holdings, Inc., 2701 Olympic Boulevard Santa Monica, CA, 90404 855-268-2822 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2024 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 38246G108 |
1 |
Name of reporting person
Trevor Bezdek | ||||||||
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)
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6 | Citizenship or place of organization
UNITED STATES
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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
5,391,994.00 | ||||||||
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)
5.2 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
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. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 31, 2023 (as amended to date, 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 but not defined herein shall have the meaning ascribed thereto in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Rule 10b5-1 Trading Plans
On December 16, 2024, the Reporting Person terminated the TB 2024 GRAT Trading Plan and the Reporting Person's spouse terminated the JB 2024 GRAT Trading Plan. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Amount beneficially owned: 5,391,994 *
Percent of Class: 5.2% * | |
(b) | Sole power to vote or direct the vote: 2,759,273
Shared power to vote: 2,632,721 *
Sole power to dispose or direct the disposition of: 2,759,273
Shared power to dispose or direct the disposition of: 2,632,721 *
The share amount reported herein consists of (i) 126,552 shares of class A Common Stock held by the Reporting Person, (ii) 2,632,721 shares of Class A Common Stock held by the TB 2024-2 GRAT, of which the Reporting Person is the sole trustee and sole annuitant and (ii) 2,632,721 shares of Class A Common Stock held by the JB 2024-2 GRAT , of which the Reporting Person's spouse is the sole trustee and sole annuitant. *
The above percentage is based on 104,272,876 shares of Class A Common Stock outstanding as of October 29, 2024, as disclosed in the Quarterly Report of the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2024.
* The Reporting Person does not exercise voting or dispositive power over the Class A Common Stock held of record by the JB 2024-2 GRAT. The inclusion in this Amendment No. 3 of the Class A Common Stock held of record by the JB 2024-2 GRAT and disclosure related thereto is not an admission or acknowledgement that the Reporting Person beneficially owns such Class A Common Stock. The Reporting Person disclaims beneficial ownership of the Class A Common Stock held by the JB 2024-2 GRAT. | |
(c) | On December 16, 2024, the Reporting Person and the Reporting Person's spouse effected the transfer of all shares of Class A Common Stock held by the TB 2024 GRAT and JB 2024 GRAT to the TB 2024-2 GRAT and JB 2024-2 GRAT, respectively, in a series of estate planning transactions. Except as described in this Amendment No. 2, in the last 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock. | |
(d) | None. | |
(e) | Not applicable. |
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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