SEC Filing - GoodRx

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SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Spectrum Equity VII, L.P.

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/20/2023		C⁽¹⁾		11,967,964	A	⁽¹⁾	11,967,964	I	By Spectrum Equity VII, L.P.⁽²⁾⁽³⁾
Class A Common Stock	11/20/2023		C⁽¹⁾		20,487	A	⁽¹⁾	20,487	I	By Spectrum VII Investment Managers' Fund, L.P.⁽²⁾⁽³⁾
Class A Common Stock	11/20/2023		C⁽¹⁾		11,549	A	⁽¹⁾	11,549	I	By Spectrum VII Co-Investment Fund L.P.⁽²⁾⁽³⁾
Class A Common Stock	11/20/2023		D		11,967,964⁽⁴⁾	D	$5.47	0⁽⁴⁾	I	By Spectrum Equity VII, L.P.⁽²⁾⁽³⁾
Class A Common Stock	11/20/2023		D		20,487⁽⁴⁾	D	$5.47	0⁽⁴⁾	I	By Spectrum VII Investment Managers' Fund, L.P.⁽²⁾⁽³⁾
Class A Common Stock	11/20/2023		D		11,549⁽⁴⁾	D	$5.47	0⁽⁴⁾	I	By Spectrum VII Co-Investment Fund L.P.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	11/20/2023		C⁽¹⁾			11,967,964	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,967,964	⁽¹⁾	36,048,589	I	By Spectrum Equity VII, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	11/20/2023		C⁽¹⁾			20,487	⁽¹⁾	⁽¹⁾	Class A Common Stock	20,487	⁽¹⁾	61,704	I	By Spectrum VII Investmen t Managers' Fund, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	11/20/2023		C⁽¹⁾			11,549	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,549	⁽¹⁾	34,782	I	By Spectrum VII Co-Invest ment Fund L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Spectrum Equity VII, L.P.

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spectrum VII Investment Managers' Fund, L.P.

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spectrum VII Co-Investment Fund, L.P.

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spectrum Equity Associates VII, L.P.

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SEA VII Management, LLC

(Last)

(First)

(Middle)

140 NEW MONTGOMERY STREET, 20TH FLOOR

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Explanation of Responses:

1. Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase.

2. The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.

3. Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization.

4. The reported amounts give effect to the closing of the Repurchase, which is expected to occur on November 27, 2023.

	Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer	11/21/2023
	Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	11/21/2023
	Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	11/21/2023
	Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	11/21/2023
	SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer	11/21/2023
	** 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).
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