CUSIP No. 38246G108
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GoodRx Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
38246G108
(CUSIP Number)
August 5, 2021
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38246G108
| 1 | Name of Reporting Person:
Abdiel Qualified Master Fund, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,555,646 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,555,646 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,555,646 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%* | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | Based on 75,429,443 shares of Class A Common Stock outstanding as of August 9, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 12, 2021. |
2
CUSIP No. 38246G108
| 1 | Names of Reporting Person:
Abdiel Capital, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
204,505 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
204,505 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
204,505 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%* | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | Based on 75,429,443 shares of Class A Common Stock outstanding as of August 9, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 12, 2021. |
3
CUSIP No. 38246G108
| 1 | Names of Reporting Person:
Abdiel Capital Management, LLC
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,760,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,760,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,760,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%** | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| * | Consists of 6,555,646 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 204,505 shares of Class A Common Stock held by Abdiel Capital, LP. |
| ** | Based on 75,429,443 shares of Class A Common Stock outstanding as of August 9, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 12, 2021. |
4
CUSIP No. 38246G108
| 1 | Names of Reporting Person:
Abdiel Capital Advisors, LP
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,760,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,760,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,760,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%** | |||||
| 12 | TYPE OF REPORTING PERSON
PN, IA | |||||
| * | Consists of 6,555,646 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 204,505 shares of Class A Common Stock held by Abdiel Capital, LP. |
| ** | Based on 75,429,443 shares of Class A Common Stock outstanding as of August 9, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 12, 2021. |
5
CUSIP No. 38246G108
| 1 | Names of Reporting Person:
Colin T. Moran
I.R.S. Identification No. of above Person (entities only) (voluntary) | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
6,760,151* | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
6,760,151* | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,760,151* | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%** | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| * | Consists of 6,555,646 shares of Class A Common Stock held by Abdiel Qualified Master Fund, LP and 204,505 shares of Class A Common Stock held by Abdiel Capital, LP. |
| ** | Based on 75,429,443 shares of Class A Common Stock outstanding as of August 9, 2021, as reported in the Issuer’s Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on August 12, 2021. |
6
CUSIP No. 38246G108
SCHEDULE 13G
| Item 1(a) | Name of Issuer: GoodRx Holdings, Inc. | |
| Item 1(b) | Address of Issuer’s Principal Executive Offices:
2701 Olympic Boulevard, Santa Monica, CA 90404 | |
| Item 2(a) | Name of Persons Filing:
Abdiel Qualified Master Fund, LP Abdiel Capital, LP Abdiel Capital Management, LLC Abdiel Capital Advisors, LP Colin T. Moran | |
| Item 2(b) | Address of Principal Business Office, or if None, Residence:
90 Park Avenue, 29th Floor, New York, NY 10016 | |
| Item 2(c) | Citizenship:
Abdiel Qualified Master Fund, LP - Cayman Islands Abdiel Capital, LP - Delaware Abdiel Capital Management, LLC - Delaware Abdiel Capital Advisors, LP - Delaware Colin T. Moran - United States | |
| Item 2(d) | Title of Class of Securities: Class A Common Stock, $0.0001 par value per share | |
| Item 2(e) | CUSIP Number: 38246G108 | |
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:
Not Applicable. | |
| Item 4 | Ownership:
(a) through (c):
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G.
Abdiel Capital Management, LLC and Abdiel Capital Advisors, LP serve as the general partner and the investment manager, respectively, of Abdiel Qualified Master Fund, LP and Abdiel Capital, LP. Colin T. Moran serves as managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which serves as the general partner of Abdiel Capital Advisors, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. | |
| Item 5 | Ownership of Five Percent or Less of the Class: Not Applicable. | |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. | |
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. | |
7
CUSIP No. 38246G108
| Item 8 | Identification and Classification of Members of the Group: Not Applicable. | |
| Item 9 | Notice of Dissolution of Group: Not Applicable. | |
| Item 10 | Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | |
8
CUSIP No. 38246G108
SIGNATURES
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.
Date: August 16, 2021
| ABDIEL QUALIFIED MASTER FUND, LP | ||
| By: |
Abdiel Capital Management, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL, LP | ||
| By: |
Abdiel Capital Management, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL ADVISORS, LP | ||
| By: |
Abdiel Capital Partners, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| COLIN T. MORAN | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Individually | ||
9
CUSIP No. 38246G108
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit 1, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: August 16, 2021
| ABDIEL QUALIFIED MASTER FUND, LP | ||
| By: |
Abdiel Capital Management, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL, LP | ||
| By: |
Abdiel Capital Management, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| ABDIEL CAPITAL ADVISORS, LP | ||
| By: |
Abdiel Capital Partners, LLC, | |
| its General Partner | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Managing Member | ||
| COLIN T. MORAN | ||
| By: |
/s/ Colin T. Moran | |
| Colin T. Moran, Individually | ||
10