United States securities and exchange commission logo

                            August 24, 2020

       Trevor Bezdek
       Co-Chief Executive Officer
       GoodRx Holdings, Inc.
       233 Wilshire Blvd., Suite 990
       Santa Monica, CA 90401

                                                        Re: GoodRx Holdings,
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted August
10, 2020
                                                            CIK: 0001809519

       Dear Mr. Bezdek:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

              After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       July 29, 2020 letter.

       Draft Registration Statement on Form S-1 Amendment filed on August 10,

       Risk Factors
       "We rely on a limited number of industry participants", page 23

   1.                                                   We note your response
to prior comment 3 regarding your relationship with your three
                                                        largest PBM partners.
Please provide a description of your individual agreements
                                                        with Navitus, MedImpact
and Optum to the extent that they are materially different from
                                                        the general description
of PBM contracts that you provide on pages 23 and 24. For
                                                        example, discuss
whether the agreements with the three PBM partners have minimum
                                                        requirements. As a
further example, discuss the term of the agreements and any
                                                        termination provisions.
 Trevor Bezdek
FirstName LastNameTrevor Bezdek
GoodRx Holdings,  Inc.
August 24, NameGoodRx
           2020        Holdings, Inc.
Page 2 24, 2020 Page 2
FirstName LastName
Key Financial and Operating Metrics, page 80

2.       Please revise your disclosure to include a discussion of how you
calculate Monthly Active
         Users as explained in your response in prior comment 6.
Principal Stockholders, page 149

3.       We note your response to prior comment 13. Please revise your
disclosure to identify the
         members of the board of directors of Idea Men, LLC and clarify that no
         member exercises voting or dispositive control over the company's
2. Summary of Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-9

4.       We note your response to comment 15. We also note on page F-12 that
you bill the PBMs
         in arrears based on PBM reports as of the previous month. It appears
the amount of
         consideration to which you are entitled is conditioned on the actual
number of
         prescriptions at a prescription level or the volume of prescription
fills each month per
         PBM reports, and not on your estimate (for revenue recognition
purposes) using the
         expected value method based on historical experience of the number of
         filled, ineligible fills and applicable rates. Accordingly, please
separately report the
         amount that you estimate as a contract asset apart from accounts
receivable. Refer to the
         definition of contract asset in the ASC 606 glossary and the guidance
in ASC 606-10-45-
15. Stock-based Compensation
Bonus expense for options, page F-29

5.       We note your response to comment 16. Please disclose the dividend
equivalent rights to
         which certain stock awards may be entitled, including forfeitable
rights if any, and
         your policy for estimating expected forfeitures or recognizing
forfeitures as they occur.
         Refer to ASC 718-10-50-2(m).

         Absent such rights, please disclose if the payment of cash bonuses to
vested option
         holders resulted in a modification of your stock option plan. Refer to
ASC 718-10-50-
8. Stock-based Compensation
Stock Options, page F-45

6.       We note your disclosure on page F-41 that stock-based compensation
cost for awards that
         contain market vesting conditions is recognized on a graded vesting
basis over the
         requisite service period, even if the market condition is not
satisfied. Nevertheless, it
         appears that from your disclosure for options with both performance
and market
         conditions, no expense has been recognized as the accompanying
performance condition
         is not probable of occurring for accounting purposes as of June 30,
2020. Please tell us
 Trevor Bezdek
GoodRx Holdings, Inc.
August 24, 2020
Page 3
      how you considered the guidance in in ASC 718-10-25-21 and ASC
718-10-55-63 in
      evaluating such stock options with both market and performance conditions
for the
      purpose of recognizing stock compensation costs.
        You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Jan Woo, Legal branch Chief, at (202) 551-3453
with any other

FirstName LastNameTrevor Bezdek
                                                          Division of
Corporation Finance
Comapany NameGoodRx Holdings, Inc.
                                                          Office of Technology
August 24, 2020 Page 3
cc:       Benjamin J. Cohen
FirstName LastName