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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* FRANCISCO PARTNERS IV, L.P. (Last) (First) (Middle) ONE LETTERMAN DRIVE, BUILDING C, SUITE 410 (Street) SAN FRANCISCO CA 94129 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/06/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/06/2024		C(1)		9,740,254	A	(1)	9,740,254	I	By Francisco Partners IV, L.P.(2)
Class A Common Stock	03/06/2024		C(1)		4,882,112	A	(1)	4,882,112	I	By Francisco Partners IV-A, L.P.(2)
Class A Common Stock	03/06/2024		D		9,740,254(3)	D	$7.19	0(3)	I	By Francisco Partners IV, L.P.(2)
Class A Common Stock	03/06/2024		D		4,882,112(3)	D	$7.19	0(3)	I	By Francisco Partners IV-A, L.P.(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	03/06/2024		C(1)			9,740,254	(1)	(1)	Class A Common Stock	9,740,254	(1)	46,680,496	I	By Francisco Partners IV, L.P.(2)
Class B Common Stock	(1)	03/06/2024		C(1)			4,882,112	(1)	(1)	Class A Common Stock	4,882,112	(1)	23,397,688	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. Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis.

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.

3. The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 11, 2024.

	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: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	03/08/2024
	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: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	03/08/2024
	Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	03/08/2024
	Francisco Partners GP IV Management Limited, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	03/08/2024
	Francisco Partners Management, L.P., By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer	03/08/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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