SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* FRANCISCO PARTNERS IV, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/23/2020	3. Issuer Name and Ticker or Trading Symbol GoodRx Holdings, Inc. [ GDRX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	56,420,750	(1)	I	By Francisco Partners IV, L.P.(2)
Class B Common Stock	(1)	(1)	Class A Common Stock	28,279,800	(1)	I	By Francisco Partners IV-A, L.P.(2)

1. Name and Address of Reporting Person* FRANCISCO PARTNERS IV, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* FRANCISCO PARTNERS IV-A, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* Francisco Partners GP IV, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* Francisco Partners GP IV Management Ltd (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

1. Name and Address of Reporting Person* Francisco Partners Management, LP (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (City) (State) (Zip)

Explanation of Responses:

1. 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. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon either (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the earliest to occur of (i) seven years from the filing and effectiveness of the Issuer's amended and restated certificate of incorporation and (ii) the voting power of the Issuer's outstanding Class B Common Stock representing less than 10% of the combined voing power of all of the Issuer's outstanding common stock.

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.

Remarks:

	/s/ 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: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	09/23/2020
	/s/ 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: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	09/23/2020
	/s/ Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	09/23/2020
	/s/ Francisco Partners GP IV Management Limited, By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	09/23/2020
	/s/ Francisco Partners Management, L.P., By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	09/23/2020
	** Signature of Reporting Person	Date
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