UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
GoodRx Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
38246G108
(CUSIP Number)
Douglas Hirsch
c/o GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica, CA 90404
(855) 268-2822
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
_____________
* 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 disclosures provided in a prior cover page.
The information required on 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).
1 | Names of Reporting Persons Douglas Hirsch | |||
2 | Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] | |||
3 | SEC Use Only | |||
4 | Source of Funds (See Instructions) OO | |||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ] | |||
6 | Citizenship or Place of Organization United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power 2,632,721 | ||
8 | Shared Voting Power 2,632,721 | |||
9 | Sole Dispositive Power 2,632,721 | |||
10 | Shared Dispositive Power 2,632,721 | |||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,265,442 | |||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] | |||
13 | Percent of Class Represented by Amount in Row (11) 5.6% | |||
14 | Type of Reporting Person IN | |||
CUSIP No. 38246G108 | 13D/A | Page 1 of 6 pages |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and
supplements the statement on Schedule 13D filed with the Securities and Exchange Commission
on August 31, 2023 (as amended to date, the “Schedule 13D”) relating to the shares of Class A
Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of GoodRx
Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined
herein shall have the meaning ascribed thereto in the Schedule 13D.
Item 4.Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Gift Transactions
On June 7, 2024, the Reporting Person gifted 2,632,721 shares of Class A Common
Stock to the Reporting Person’s spouse.
On June 10, 2024, the Reporting Person gifted 2,632,721 shares of Class A Common
Stock to a grantor retained annuity trust (the “DH 2024 GRAT”) of which the Reporting Person
is the sole trustee and annuitant. Also on June 10, 2024, the Reporting Person’s spouse gifted
2,632,721 shares of Class A Common Stock to a grantor retained annuity trust (the “CH 2024
GRAT”), of which the Reporting Person’s spouse is the sole trustee and annuitant.
As a result of the foregoing transactions, the Reporting Person no longer has voting or
dispositive power over the Class A Common Stock held by the CH 2024 GRAT. The Reporting
Person does not exercise voting or dispositive power over the Class A Common Stock held of
record by the CH 2024 GRAT. The inclusion in this Amendment No. 2 of the Class A Common
Stock held of record by the CH 2024 GRAT and disclosure related thereto is not an admission or
acknowledgement that the Reporting Person beneficially owns such Class A Common Stock.
The Reporting Person disclaims beneficial ownership of the Class A Common Stock held by the
CH 2024 GRAT.
Rule 10b5-1 Trading Plans
On June 7, 2024, pursuant to the Board’s prior approval in accordance with the terms of
the Reporting Person’s Second Amended and Restated Employment Agreement, the Reporting
Person terminated the Trading Plan and entered into a modified Rule 10b5-1 Plan (the “DH 2024
GRAT Trading Plan”), pursuant to which the Reporting Person and the DH 2024 GRAT may
make periodic sales of up to 2,632,721 shares of Class A Common Stock plus an undeterminable
number of Class A Common Stock related to restricted stock units that have not yet vested. The
amount and timing of sales, if any, pursuant to the DH 2024 GRAT Trading Plan may vary and
CUSIP No. 38246G108 | 13D/A | Page 2 of 6 pages |
will be determined based on the terms of the DH 2024 GRAT Trading Plan, market conditions,
share price and other factors.
Also on June 7, 2024 and further pursuant to the Board’s prior approval in accordance
with the terms of the Reporting Person’s Second Amended and Restated Employment
Agreement the Reporting Person’s spouse entered into a new Rule 10b5-1 Plan (the “CH 2024
GRAT Trading Plan”), pursuant to which the CH 2024 GRAT may make periodic sales of up to
2,632,721 shares of Class A Common Stock. The amount and timing of sales, if any, pursuant to
the CH 2024 GRAT Trading Plan may vary and will be determined based on the terms of the CH
2024 GRAT Trading Plan, market conditions, share price and other factors.
The foregoing descriptions of the DH 2024 GRAT Trading Plan and the CH 2024 GRAT
Trading Plan do not purport to be complete and are qualified in their entirety by the full text of
such trading plans. A copy of each of the DH 2024 GRAT Trading Plan and the CH 2024 GRAT
Trading Plan is filed as an exhibit to this Schedule 13D, and incorporated herein by reference.
Item 5.Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) – (b)
•Amount beneficially owned: 5,265,442†
•Percent of Class: 5.6%†
•Number of shares the Reporting Person has:
oSole power to vote or direct the vote: 2,632,721
oShared power to vote: 2,632,721†
oSole power to dispose or direct the disposition of: 2,632,721
oShared power to dispose or direct the disposition of: 2,632,721†
The share amount reported herein consists of (i) 2,632,721 shares of Class A Common
Stock held by the DH 2024 GRAT and (ii) 2,632,721 shares of Class A Common Stock held by
the CH 2024 GRAT. †
The above percentage is based on 94,335,792 shares of Class A Common Stock
outstanding as of April 30, 2024, as disclosed in the Quarterly Report of the Issuer on Form 10-Q
filed with the Securities and Exchange Commission on May 9, 2024.
CUSIP No. 38246G108 | 13D/A | Page 3 of 6 pages |
† The Reporting Person does not exercise voting or dispositive power over the Class A Common
Stock held of record by the CH 2024 GRAT. The inclusion in this Amendment No. 2 of the
Class A Common Stock held of record by the CH 2024 GRAT and disclosure related thereto is
not an admission or acknowledgement that the Reporting Person beneficially owns such Class A
Common Stock. The Reporting Person disclaims beneficial ownership of the Class A Common
Stock held by the CH 2024 GRAT.
(c)On June 1, 2024, the Reporting Person acquired 126,552 shares of Class A Common
Stock as a result of the vesting of RSUs, after the Issuer withheld 130,042 shares of Class
A Common Stock underlying Class B Common Stock from the Reporting Person to
satisfy tax withholding obligations. Except as described in this Amendment No. 2, in the
last 60 days, the Reporting Person has not effected any transactions with respect to the
Class A Common Stock.
(d)None.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the DH 2024 GRAT Trading Plan and the
CH 2024 GRAT Trading Plan and is incorporated herein by reference. A copy of each of the DH
2024 GRAT Trading Plan and the CH 2024 GRAT Trading Plan is attached as an exhibit to this
Schedule 13D, and incorporated herein by reference.
Item 7.Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit Number | Description |
5 | |
7 |
CUSIP No. 38246G108 | 13D/A | Page 4 of 6 pages |
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: June 11, 2024
By: | /s/ Douglas Hirsch | |
Name: | Douglas Hirsch |
CUSIP No. 38246G108 | 13D/A | Page 5 of 6 pages |
Modification Letter
to 10b5-1 Preset Diversification Program® (PDP)
Pursuant to Part III, Section D.2. of my 10b5-1 Preset Diversification Program with Morgan Stanley Smith Barney LLC
(“MSSB”) dated 03/03/2023 (the “Plan”), this modification letter (this “Modification Letter”) modifies and replaces the existing
Trade Schedule(s) A&B with the attached modified Trade Schedule(s) A&B. Defined terms used but not defined herein have
the meaning ascribed to them under the Plan.
I understand that, pursuant to Rule 10b5-1(c)(1)(iv), the modification of the Trade Schedule(s) will be considered a termination
of the Plan and the adoption of a new plan subject to the cooling-off period required by Rule 10b5-1(c)(1)(ii)(B). As a result, my
original Trade Schedule(s) will terminate upon MSSB’s acceptance of this Modification Letter. All pending sales under the
original Trade Schedule(s) will be cancelled and new sales will not begin until the Modification Start Date. It is the parties’
intention that this Modification Letter constitute the adoption of a new plan pursuant to Rule 10b5-1(c)(1)(iv) with the same
terms and conditions of, and information in, the Plan, except for the modification to the Trade Schedule(s) and the additional
terms and conditions in this Modification Letter.
Doug Hirsch, as Seller under the Plan as of the original Adoption Date, hereby represents to MSSB that the representations
contained in the Plan were true and correct as of the date of the Plan and are true and correct as of the date of this
Modification Letter. Each new Seller under the Plan has received and reviewed a copy of the Plan and represents to MSSB
that the representations contained in the Plan are true and correct as of the date of this Modification Letter. Each Seller further
represents as of the date of this Modification Letter:
I understand that trading under the Plan may be suspended if MSSB has received written notice from the Issuer or from me of
a legal, regulatory or contractual restriction applicable to the Issuer or to me. Upon receipt of such written notice, I expressly
authorize MSSB to suspend trading as soon as practicable and trading shall not resume until MSSB has received written
notice of the resolution of the underlying restriction. I understand that MSSB can make no representation as to the continued
availability of the affirmative defense under Rule 10b5-1 in the event of any resumption of trading following such suspension. If
the events giving rise to a suspension of trading cannot be resolved (as determined by MSSB in its sole discretion), I
understand and acknowledge that MSSB reserves the right, in its sole discretion, to terminate this Plan in accordance with the
provisions contained herein. In the event of a suspension, MSSB will resume effecting trades in accordance with this Plan as
soon as MSSB determines that it is reasonably practical to do so.
A modification, suspension or termination by or on behalf of one Seller will result in a modification, suspension or termination of
this Plan for all Sellers.
Account and Plan Information
Issuer (the “Issuer”): GoodRx Holdings, Inc.Trading Symbol: GDRX
Modification Date: 6/7/2024Plan Type: Modification
Seller’s Name: DOUG HIRSCH
Seller’s Name: DH 2024 GRAT
The latest date of a Seller’s execution will be the Modification Date for purposes of the Modification Start Date and, for the
avoidance of doubt, the trade schedules in Part II hereof constitute one plan for purposes of Rule 10b5-1(c)(1) under the
Exchange Act.
Account #:FA Number:
Account #:
Modification Start Date: The estimated Modification Start Date is 9/6/2024. The Modification Start Date is the later of (i) and (ii):
(i) the 91st day after the Adoption Date, 9/6/2024; or
(ii) the earlier of:
a.the third business day following the disclosure of the Issuer’s financial results in a Form 10-Q or Form 10-K
for the completed fiscal quarter in which this Plan is adopted (estimated 08/08/2024); or
b.the 121st day after the Adoption Date (10/6/2024).
A representative of the Issuer will communicate the Modification Start Date in writing to the MSSB Financial Advisor listed in
Part I – Account and Plan Information two business days prior to such date.
Note: The Modification Start Date should match the earliest Start Date on any order in Modified Trade Schedules A or B. If the
Modification Start Date or the Start Date entered for any order in Modified Trade Schedules A or B is earlier than allowable
under Rule 10b5-1 or the Issuer’s policies, then the Modification Start Date and the order Start Date shall be the earliest
allowable Modification Start Date under Rule 10b5-1 and such policies.
Plan End Date:Commission:
Note: The “Plan End Date” should match the latest End Date on any order in Modified Trade Schedules A or B.
Seller’s Affiliation Status: ☒ Rule 144 affiliate ☒ Director or officer (as defined in Rule 16a-1(f) of the Exchange
Act) ☐ Non-Rule 144 affiliate but subject to trading windows ☐ Other
Share Type: ☐ Options ☐ Shares already owned ☐ Restricted Stock Award /Units ☐ Other
Plan Total Share Quantity:Doug Hirsch:Trade Schedule A: N/A
Trade Schedule B:TBD
DH 2024 GRATTrade Schedule A: N/A
Trade Schedule B:2,632,721
Total Shares: 2,632,721 + TBD
Sincerely,
/s/Doug Hirsch 6/7/2024
SellerDate
Name: DOUG HIRSCH
Title:
Sincerely,
/s/Doug Hirsch 6/7/2024
SellerDate
Name: DOUG HIRSCH
Title: Trustee, DH 2024 GRAT
Issuer Representation:
As an authorized representative of the Issuer, I hereby represent, covenant and acknowledge on the Issuer’s behalf that: (i)
the execution of this Modification Letter will not violate the Issuer’s insider trading policies, (ii) the representations made by the
Issuer in the Issuer Representation Letter (the “Representation Letter”) attached as Exhibit A to the Plan were true and correct
as of the date of the Representation Letter and are true and correct as of the date of this Modification Letter, and (iii) the
Issuer’s undertakings in the Representation Letter remain in full force and effect.
Accepted and agreed to:
/s/Gracye Cheng6/7/2024
Authorized Issuer’s RepresentativeDate
Name:
Title:
Accepted and agreed to:
Morgan Stanley Smith Barney LLC
/s/Carlotta Griffin6/11/2024
Date
Name: Carlotta Griffin
Title: Executive Director
Modified Trade Schedule A – Notice and Authorization of
Exercise of Stock Options and Sale of Underlying Stock.
Original Trade Schedule A will terminate upon MSSB’s acceptance of the Modification Letter
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon the exercise
of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Modified Trade Schedule will be
provided to the Issuer as notice of the intention to exercise stock options.
Name of Seller: DOUG HIRSCH | Name of Issuer: GoodRx Holdings, Inc. _______ |
I understand that it is my responsibility to ensure that my employee stock options (the “Options”) will be vested prior to the
purchase of shares (the “Shares”) of common stock of the Issuer upon exercising the Options and will be vested prior to the
Start Date of their associated sale periods listed below and will not expire before the End Date of such sale periods. I also
acknowledge responsibility for notifying MSSB in the event of an expiration or forfeiture of the Options under the Issuer’s stock
option plan (upon any termination of service with the Issuer or otherwise) that will prevent the occurrence of one or more
transactions listed below. If I authorize the exercise of more than one vested Option grant at the same limit price, the Options
will be exercised in the order listed below. I further acknowledge that in the event Options cannot be exercised and the
corresponding Shares cannot be sold for any reason, including the occurrence of a suspension pursuant to this Plan, the term
of this Plan will not be affected thereby and will end on the scheduled Plan End Date listed in the Modified Trade Schedule A. I
represent that the information below is accurate.
The following shall constitute my irrevocable direction and authorization to exercise the Options and sell the Shares as follows:
*** INFORMATION ON GRID MUST BE TYPED ***
(a) Date of Grant | (b) Grant ID | (c) Strike Price | (d) Option Vest Date | (e) Option Expiration Date | (f) Sale Period(s) | (g) Number of Shares to be Sold | (h) Limit Price | |
Start Date | End Date | |||||||
Note: Insert additional rows as necessary.
“No Sale” Periods (if any) | |
Start Date | End Date |
The maximum number of Shares to be sold under this Modified Trade Schedule A is N/A.
1.I hereby irrevocably authorize the Issuer to deliver Shares through the Depository Trust Company (DTC) to Morgan
Stanley Smith Barney LLC - DTC#: 015. Delivery should be made to the MSSB account referenced in Part I –
Account and Plan Information of the Plan.
2.I hereby authorize MSSB or its affiliates, as applicable, to wire to an account designated by the Issuer a cash amount
sufficient to cover the cost of the exercise and any withholding taxes due to either the Issuer or, if applicable, the
Issuer’s outside stock option plan administrator upon the exercise of any Options exercised and underlying Shares
sold pursuant to this Plan.
Instructions for Modified Trade Schedule A:
•Please list all orders chronologically by their Start Date. If Shares are available for sale on the same day, the sequence in
which Shares are listed in the schedule above does not define the sequence in which trades will be executed.
•Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and the
Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.
•In columns (a) through (e) please provide the details of the Option grants to be exercised and sold.
•In column (f), state the first and last date on which the Shares are authorized to be sold during the Sale Period (Share
sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of
these Shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated.
•In column (g), state the maximum number of Shares to be sold pursuant to the Option exercise. Do not aggregate with
amounts authorized to be sold at a different price during the same Sale Period.
•In column (h), write a dollar price which is the minimum price per Share (the “Limit Price”) at which the Shares are
authorized to be sold during the Sale Period. All limit orders will be treated as “limit not held” orders. Note: Option
exercises and sales must be at a Limit Price, not at a “Market” price.
•In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding
their inclusion in this Modified Trade Schedule A. These periods are independent of any suspension that may occur
pursuant to this Plan.
This Modified Trade Schedule A is an integral part of this Modification Letter entered into by the Seller with MSSB and is
subject to the terms and conditions set forth therein.
DOUG HIRSCH TRADE SCHEDULE B
Modified Trade Schedule B – Sale of Clean Stock/Restricted Stock/Restricted Stock Awards or Units or
Employee Stock Purchase Plan Stock.
Original Trade Schedule B will terminate upon acceptance of the Modification Letter
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of shares. When
applicable, to be completed by MSSB and reviewed by the Seller.
Name of Seller: DOUG HIRSCH | Name of Issuer: GoodRx Holdings, Inc. ___________ |
I acknowledge that in the event the number of Shares in column (e) cannot be sold for any reason, including the occurrence of
a suspension pursuant to this Plan, the term of this Plan will not be affected and will end on the scheduled Plan End Date of
the Modified Trade Schedule B. I represent that the information below is accurate
*** INFORMATION ON GRID MUST BE TYPED ***
(a) Type (Clean (CLN), Restricted (RST), Restricted Stock Awards (RSA) or Units (RSU) or Employee Stock Purchase Plan shares (ESPP)) | (b) Grant ID / Nature of Acquisition (If applicable) | (c) Date Shares Acquired / Vest Date (If applicable) | (d) Sale Period(s) | (e) Authorized Number of Owned Shares to be Sold | (f) Limit Price (“Market” if a Market Order) | |
Start Date | End Date | |||||
Doug Hirsch Trade Schedule B | ||||||
Note: Insert additional rows as necessary
* TBD. The planned sale amount is equal to the designated percentage of the net number of Shares resulting from the RSU
vesting on the date shown in the column entitled “Date Shares Acquired / Vest Date.” Shares will be acquired in connection
with the Issuer’s Restricted Stock Plan for employees/executives. A portion of the shares will be surrendered to the issuer or
sold to cover withholding taxes. Upon adoption of this Plan until the termination of this Plan, the Seller may not voluntarily
modify or influence any rates or elections applicable to such RSU withholding taxes unless this Plan is modified in accordance
with Section D.2. The Issuer’s representative will communicate the net number of shares available for sale to the MSSB
Financial Advisor listed in Part I of the Plan. The Financial Advisor will then forward the information to the Executive Financial
Services (EFS) Primary and Alternate contacts also identified in Part I in accordance with MSSB’s internal policies. If the EFS
authorized person receives notification later than 12:00 PM ET on a particular business day, MSSB is not obligated to begin
sales until the business day after receipt of notification.
“No Sale” Periods (if any) | |
Start Date | End Date |
N/A | N/A |
The maximum number of Shares to be sold under this Modified Trade Schedule B is TBD.
Instructions for Modified Trade Schedule B:
•Please list all orders in chronologically by their Start Date. If Shares are available for sale on the same day, the
sequence in which Shares are listed in the schedule above does not define the sequence in which trades will be
executed.
•Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and
the Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.
•In column (a), indicate the type of stock to be sold.
•In column (b), for restricted stock awards/units or ESPP shares, please state the grant ID, if applicable. For clean or
restricted stock, please state the nature of acquisition.
•In column (c), state the date the Shares to be sold were acquired or vested. If the Shares were acquired/vested in
more than one lot, state the acquisition/vest date for each lot. If performance based restricted stock awards or units
and vest date is unknown at this time, indicate “TBD” in the grid above.
•In column (d), state the first and last date on which the Shares are authorized to be sold during the designated Sale
Period (Share sales may occur on or between these dates). If, during any Sale Period the stated price is not reached
for some or all of these Shares, they will not be carried over into any subsequent Sale Period, unless explicitly
indicated.
•In column (e), state the maximum number of Shares authorized to be sold at the price during the designated Sale
Period. Do not aggregate with amounts authorized to be sold at a lower price during the same designated Sale
Period.
•In column (f), write either: (i) a dollar price, which is the minimum price (the “Limit” Price) at which Shares are
authorized to be sold, or (ii) the word “market” if Shares are to be sold at the then-prevailing market price per Share
during the Sale Period. All market orders will be treated as “market not held” orders. All limit orders will be treated as
“limit not held” orders.
•In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made,
notwithstanding their inclusion in this Modified Trade Schedule B. These periods are independent of any suspension
that may occur pursuant to this Plan.
This Modified Trade Schedule B is an integral part of this Modification Letter entered into by the Seller with MSSB and is
subject to the terms and conditions set forth therein.
DH 2024 GRAT TRADE SCHEDULE B
Trade Schedule B – Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or
Employee Stock Purchase Plan Stock.
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of shares. When
applicable, to be completed by MSSB and reviewed by the Seller.
Name of Seller: DH 2024 GRAT | Name of Issuer: GoodRx Holdings, Inc._______ |
I acknowledge that in the event the number of Shares in column (e) cannot be sold for any reason, including the occurrence of
a suspension pursuant to this Plan, the term of this Plan will not be affected and will end on the originally scheduled Plan End
Date. I represent that the information below is accurate.
IN ADDITION TO THE COOLING-OFF PERIOD REQUIRED BY RULE 10b5-1(c)(1)(ii)(B), THE ISSUER MAY IMPOSE AN
ADDITIONAL PERIOD OF TIME WHICH MUST ELAPSE BEFORE TRADING MAY COMMENCE UNDER THIS PLAN.
*** INFORMATION ON GRID MUST BE TYPED ***
(a) Type (Clean (CLN), Control (CTRL), Restricted (RST), Restricted Stock Awards (RSA) or Units (RSU) or Employee Stock Purchase Plan shares (ESPP) ) | (b) Grant ID (If applicable) | (c) Date Shares Acquired / Vest Date (If applicable) | (d) Sale Period(s) | (e) Authorized Number of Owned Shares to be Sold | (f) Limit Price (“Market” if a Market Order) | |
Start Date | End Date | |||||
DH 2024 GRAT TRADE SCHEDULE B | ||||||
Note: Insert additional rows as necessary
“No Sale” Periods (if any) | |
Start Date | End Date |
The maximum number of Shares to be sold under this Trade Schedule B is 2,632,721.
Exhibit B
Instructions: May not be applicable for some plans. To be reviewed and executed only by those sellers required to sell shares pursuant to Rule
144.
Seller Representation Letter
Morgan Stanley Smith Barney LLC
1 New York Plaza, 38th Floor
New York, NY 10004
Attention: 10b5-1 Preset Diversification Program Department
Re: Sale of 2,632,721 Shares (the “Stock”) of GoodRx Holdings, Inc. (the “Issuer”) Pursuant to Rule 144
Dear Sirs/Madams:
The undersigned, Douglas Hirsch, as trustee of the DH 2024 GRAT, proposes to sell the above-referenced Stock of the Issuer through Morgan
Stanley Smith Barney LLC (“MSSB”) in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Act”).
The undersigned is an “affiliate” of the Issuer as that term is defined in Rule 144(a)(1). Accordingly, the undersigned delivers to you herewith a
signed copy of a Notice of Proposed Sale of Securities Pursuant to Rule 144 (Form 144), to the extent not previously provided, relating to such
sale, and confirms to you that the statements made therein are true and complete and represents to and agrees with you that:
1.The undersigned does not know or have any reason to believe that the Issuer has not complied with the reporting requirements
contained in Rule 144(c)(1);
2.The Issuer is not, and has not been, a shell issuer as that term is defined in Rule 144(i)(1);
3.With respect to any shares of the Stock that are restricted securities, as that term is defined in Rule 144(a)(3), a minimum of 6 months
has elapsed since the date of acquisition of the Stock from the Issuer or an affiliate of the Issuer, and payment of the full purchase price,
by the undersigned;
4.Assuming that MSSB has complied with its obligations under Part III, Section C.1 and Part III, Section C.3. of the Sales Plan between
the undersigned and MSSB, at the time of any sale of the Stock for the account of the undersigned, the number of shares of the Issuer’s
Class A common stock sold by the undersigned or for the undersigned’s account and by or for the account of any person whose sales
are required by paragraph (a)(2) and paragraph (e)(3) of Rule 144 to be aggregated with sales by or for the undersigned (other than
shares sold pursuant to a registration statement under the Act, an exemption provided by Regulation A under the Act, or an exemption
contained in Section 4 of the Act) will not exceed the amounts permitted by Rule 144(e);
5.The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy the
Stock in anticipation of or in connection with such proposed sale, and such sale shall be made in accordance with Rule 144(f);
6.The undersigned has not made, and will not make, any payment in connection with the offering or sale of the Stock to any person other
than the usual and customary compensation to MSSB;
7.No share of the Stock is subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option
or encumbrance, other than those which may have been entered into between the undersigned and MSSB;
8.The undersigned is providing a signed Form 144 and is authorizing MSSB to file Form 144 on the undersigned’s behalf with the SEC at
the time the undersigned has instructed MSSB to sell the securities. Through the Initial Electronic Signature Authentication Document
the undersigned previously provided to MSSB, the undersigned has authenticated the use of the undersigned’s electronic signature and
provided (or authorized the Issuer to provide) and authorized the use of the undersigned’s individual central index key (CIK) and CIK
confirmation code (CCC) for such filings with the SEC. The undersigned understands and acknowledges that, if MSSB does not timely
receive my Rule 144 paperwork or if the CIK and CCC codes provided to MSSB are not accurate, MSSB may not be able to file a timely
Form 144 on the undersigned’s behalf
9.The undersigned authorizes MSSB to complete the Form 144 (“Form 144”) and this Seller’s Representation Letter (this “Letter”),
including, but not limited to, completing the number of shares of Stock to be sold and any dates, as may be necessary to reflect my
instructions, which may be written or oral, and the facts of the transaction as effected, and to use Form 144 and this Letter as
appropriate to comply with Rule 144 and to effect settlement of any sale made in conjunction herewith; and
10.The undersigned agrees to notify MSSB promptly if there are any changes to the facts or representations set forth in this Letter or in the
accompanying Form 144 (if applicable) and hereby authorizes MSSB, if MSSB deems it necessary, to contact the Issuer, its counsel, its
transfer agent, and their agents and representatives concerning this transaction. MSSB and its agents and representatives, the Issuer,
its transfer agent and their agents and representatives may rely on the accuracy of the information contained in this Letter.
Sincerely yours,
/s/Doug Hirsch 6/7/2024
Douglas Hirsch, as trustee of the DH 2024 GRATDate
Exhibit C
Instructions: May not be applicable for some plans. To be reviewed and signed only by those sellers who are required to comply with Section 16
of the Exchange Act. Not required if MSSB already has an Authorization Letter on file for the Seller. If required, this Authorization Letter will be
provided to the Issuer’s Section 16 Compliance Officer.
Section 16 Authorization Letter
In order to comply with the 2-business-day filing requirement for officers, directors and others subject to Section 16 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the issuer identified below (the “Issuer”) has requested that I authorize Morgan Stanley Smith
Barney LLC (“MSSB”) to provide certain information to the Issuer.
I.Definitions
“Covered Accounts” includes any account at MSSB owned or controlled by any person whose transactions may be attributed to me under Section
16.
“Covered Transactions” includes any transaction involving any equity security of the Issuer, including purchases, sales, conversions of convertible
securities, entry into, exercise, or expiration of derivative securities, and security futures transactions.
“Section 16 Compliance Officer” means the person authorized by the Issuer to pre-clear my transactions.
II.Authorization and Representations. By signing the Section 16 Authorization Letter, I agree to the following:
I authorize the Issuer and MSSB to implement procedures for reporting to the Issuer all Covered Transactions in all Covered Accounts, and I
understand that, as the beneficial owner of the securities, as that term is used in Section 16 of the Exchange Act, I am solely responsible for
making timely and complete filings under Section 16.
Upon execution of any Covered Transaction (including transactions pursuant to Rule 10b5-1 plans) and in no event later than the business day
immediately following the trade date, I authorize MSSB to provide the terms of the transaction to the Issuer’s Section 16 Compliance Officer. I
understand that MSSB shall not be responsible for any rejected or undeliverable emails or faxes sent to the appropriate electronic address or
number set forth below.
I represent that the information on this Section 16 Authorization Letter is complete and accurate, I agree to update the information as soon as
practicable after any change in the information, and I represent that I will not enter into a Covered Transaction at any time when the information is
not complete and accurate.
III.Client Information
NAME OF CLIENT: Douglas Hirsch, as trustee of the DH 2024 GRAT
NAME OF ISSUER: GoodRx Holdings, Inc.
(complete a separate Section 16 Authorization Letter for each Issuer)
NAME OF SECTION 16 COMPLIANCE OFFICER: Gracye Cheng
COVERED ACCOUNTS:
Account NameAccount Number
Douglas Hirsch, as trustee of the DH 2024 GRAT |
E-MAIL NOTICES:
E-mail notice to the Issuer’s Section 16 Officer shall be given to the following
e-mail address: ________________
/s/Doug Hirsch 6/7/2024
Douglas Hirsch, as trustee of the DH 2024 GRATDate
Note: Requires an Issuer eSign Agreement
Electronic Record and Signature Addendum
Disclosures
Below are the terms and conditions of Morgan Stanley Smith Barney, LLC ("we" or "us" or "MSSB") Executive Financial Services Electronic
Signature procedures ("eSign"). Please read the information below carefully and thoroughly, and if you can access this information electronically
to your satisfaction and agree to these terms and conditions, please confirm your agreement by applying your electronic signature below.
Getting paper copies
At any time, you may request a paper copy of any document or disclosure provided or made available electronically to you through eSign.
Depending on the method of delivery, you may be able to download and print documents sent to you for electronic signature during and
immediately after your signing session. You may request delivery of such paper copies by contacting your MSSB Financial Advisor or Private
Wealth Advisor. There is currently no fee for receiving paper copies of documents you receive via eSign. We reserve the right to change this
policy in the future with prior notice to you.
Withdrawing your consent
Receiving and signing documents and disclosures is an optional process that requires your consent for each package sent to you. If you would
prefer to receive and sign documents and disclosures via paper or in a non-electronic form, you may:
i. Decline to sign the documents in the signing session, and
ii. Contact your Financial Advisor or Private Wealth Advisor and request an alternative means by which to receive the documents and
disclosures.
Consequences of non-consent
If you elect to receive and sign documents and disclosures in paper format, it may slow the speed at which we can complete certain steps in
transactions with you and delivering services to you because the required documents and disclosures will need to be sent to you in paper format,
and then we must wait until we receive back from you any signed documentation.
To advise MSSB of your new contact information
Please inform your MSSB Financial Advisor or Private Wealth Advisor of any changes to your contact information (email address or mobile phone
number).
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* These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release
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Acknowledging your access and consent to receive materials electronically
By applying your electronic signature below, you confirm that:
• You can access and read this Electronic Record and Signature Addendum;
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access;
• You have received, read, and understood, and you hereby consent and agree to, the terms and conditions of this Addendum;
• You consent to using electronic signatures for your plan and all documents relating to your plan (e.g., notices, amendments, terminations); and
• You consent to receive certain documents, disclosures and notifications for your plan and all documents relating to your plan through
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Client Representations
By applying your electronic signature below:
•You agree the signature and/or initials used on these documents will be the electronic representation of your signature and initials for all
purposes when you use them on documents, including legally binding contracts;
•You understand a copy of the document(s) you are signing electronically can be saved or printed as a part of the eSign process and that you
can request a copy from your Financial Advisor or Private Wealth Advisor;
•You represent that all client and/or account information on the form(s) included in this package is accurate;
•You have received, reviewed and agree in your capacity as an owner, fiduciary, and/or authorized individual to be bound by all terms and
conditions attached to any document/agreement you have signed electronically; and
•You understand that this Addendum and any document/agreement you have signed electronically will be deemed to be executed in the
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Indemnification
In consideration of the foregoing, you hereby agree to indemnify and hold harmless MSSB and its directors, officers, employees and affiliates
(including, without limitation, Morgan Stanley & Co. LLC) from any claim, loss, damage, liability or expense (including, without limitation, any legal
fees and expenses reasonably incurred) arising out of or attributable to eSign or the application of your electronic signature through eSign.
Douglas Hirsch, as trustee of the DH 2024 GRAT
____________________________
Name
/s/Doug Hirsch
Signature
6/7/2024
Date
10b5-1 Preset Diversification Program® (PDP) 1
Table of Contents
Part I.Account and Plan Information. Instructions: To be completed by MSSB and reviewed by the Seller.
Part II.Trade Schedules.
Trade Schedule A – Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock.
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon
the exercise of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Trade
Schedule will be provided to the Issuer as Notice of the intention to exercise stock options.
Trade Schedule B – Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or ESPP Stock.
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of
shares. When applicable, to be completed by MSSB and reviewed by the Seller.
Part III.Sales Plan Disclosures and Representations. Instructions: The Seller must review and understand these disclosures
and representations. The Seller is required to sign the last page of this Part III.
Part IV.Exhibits.
Exhibit A – Issuer Representation Letter. Instructions: To be reviewed and executed by an authorized
representative of the Issuer.
Exhibit B – Seller Representation Letter. Instructions: May not be applicable for some plans. To be reviewed
and executed only by those sellers required to sell shares pursuant to Rule 144.
Exhibit C – Section 16 Authorization Letter. Instructions: May not be applicable for some plans. To be reviewed
and signed only by those sellers who are required to comply with Section 16 of the Exchange Act. Not required if
MSSB already has an Authorization Letter on file for the Seller. If required, this Authorization Letter will be
provided to the Issuer’s Section 16 Compliance Officer.
Document | To Be Signed By | |||
Part I | Account and Plan Information | N/A | ||
Part II | Trade Schedule A | Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock | N/A | |
Part II | Trade Schedule B | Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or ESPP Stock | N/A | |
Part III | Sales Plan Disclosures and Representations | Seller and MSSB | ||
Part IV | Exhibit A | Issuer Representation Letter | Issuer | |
Part IV | Exhibit B | Seller Representation Letter | Seller, if applicable | |
Part IV | Exhibit C | Section 16 Authorization Letter | Seller, if applicable |
Page 1
1 Preset Diversification Program is a registered Trademark of Morgan Stanley Smith Barney LLC, protected in the United States and other
countries.
PART I
Account and Plan Information
Instructions: To be completed by MSSB and reviewed by the Seller.
The undersigned (referred to hereinafter as the “Seller”, “I” or “me”) hereby appoints Morgan Stanley Smith Barney LLC (“MSSB”)
as my agent for the purposes of implementing this Sales Plan (this “Plan”) that complies with the requirements of Rule 10b5-1(c)(1)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as outlined below and for the purpose of executing
this Plan. I understand that this Plan is subject to review prior to acceptance by MSSB and that, upon acceptance, MSSB will use
commercially reasonable efforts to perform its obligations under this Plan.
The appointment of MSSB is for the purpose of selling my securities pursuant to the terms and conditions set forth below. Subject to
such terms and conditions, MSSB accepts such appointment. This Plan is valid only for the specific security, account number and
maximum total shares indicated:
Issuer (the “Issuer”): GoodRx Holdings, Inc.Trading Symbol: GDRX
Adoption Date: 6/7/2024Plan Type: New Plan
The date on which the Seller executes this Plan will be defined as the Adoption Date (the “Adoption Date”).
Seller’s Name: CH 2024 GRAT
Account #:FA Number:
Selling Start Date: The 31s day after the Adoption Date of this Plan 7/8/2024
Note: The Selling Start Date may be no sooner than the 31st day after the Adoption Date of this Plan and should match
the earliest Start Date on any order in Trade Schedules A or B. If the Selling Start Date or the Start Date entered for
any order in Trade Schedules A or B is earlier than allowable under Rule 10b5-1 or the Issuer’s policies, then the
Selling Start Date and/or the order Start Date shall be the earliest allowable Selling Start Date under Rule 10b5-1 and
such policies.
Plan End Date: 06/06/2025Commission:
Seller’s Affiliation Status: ☐ 144 Affiliate ☐ Director or officer (as defined in Rule 16a-1(f) of the Exchange
Act) ☒ Non 144 Affiliate but subject to trading windows ☐ Other
Share Type: ☐ Options ☐ Shares already owned ☐ Restricted Stock Award /Units ☐ Other
Plan Total Share Quantity:Trade Schedule A: N/A
Trade Schedule B:2,632,721
Total Shares: 2,632,721
Page 2
Notice:
To the Seller: Name: CH 2024 GRAT Address: Telephone: Fax: E-Mail: | Copies to: Name: Address: Telephone: Fax: E-Mail: |
To Issuer: Name: Gracye Cheng Corporation: GoodRx Holdings, Inc. Address: 2701 Olympic Blvd suite 200, Santa Monica CA 90403 Telephone: (855) 268-2822 Fax: E-Mail: | Copies to: Name: Corporation Address: Telephone: Fax: E-Mail: |
To: MSSB 10b5-1 Preset Diversification Program Department Primary Contact: Meghan Carrasquillo Alternate Contact: Pdpdesk Address: 1 New York Plaza, 38th Floor New York, NY 10004 Telephone: Fax: E-mail: | Copies to: MSSB Financial Advisor Primary Contact: Tyler Needman Alternate Contact: Robert Tjan Ops Manager: Address: 216 Lorton Avenue Burlingame, CA 94010 Telephone: Fax: E-mail: |
This Part I is an integral part of this Plan entered into by the Seller with MSSB and is subject to the terms and conditions
set forth therein.
Page 3
PART II
Trade Schedule A – Notice and Authorization of Exercise of Stock Options and Sale of Underlying Stock.
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell shares obtained upon
the exercise of stock options. When applicable, to be completed by MSSB and reviewed by the Seller. This Trade
Schedule will be provided to the Issuer as Notice of the intention to exercise stock options.
Name of Seller: CH 2024 GRAT | Name of Issuer: GoodRx Holdings, Inc._______ |
I understand that it is my responsibility to ensure that my employee stock options (the “Options”) will be vested prior to the
purchase of shares (the “Shares”) of Class A common stock of the Issuer upon exercising the options and will be vested prior
to their associated sale periods listed below and will not expire before such sale periods. I also acknowledge responsibility for
notifying MSSB in the event of an expiration of the Options under the Issuer’s stock option plan that will prevent the occurrence
of one or more transactions listed below. If I authorize the exercise of more than one vested Option grant at the same limit
price, the Options will be exercised in the order listed below. I further acknowledge that in the event Options cannot be
exercised and the corresponding Shares cannot be sold for any reason, including the occurrence of a suspension pursuant to
this Plan, the term of this Plan will not be affected thereby and will end on the originally scheduled Plan End Date. I represent
that the information below is accurate.
IN ADDITION TO THE COOLING-OFF PERIOD REQUIRED BY RULE 10b5-1(c)(1)(ii)(B), THE ISSUER MAY IMPOSE AN
ADDITIONAL PERIOD OF TIME WHICH MUST ELAPSE BEFORE TRADING MAY COMMENCE UNDER THIS PLAN.
The following shall constitute my irrevocable direction and authorization to exercise the Options and sell the Shares
as follows:
*** INFORMATION ON GRID MUST BE TYPED ***
(a) Date of Grant | (b) Grant ID | (c) Strike Price | (d) Option Vest Date | (e) Option Expiration Date | (f)Sale Period(s) | (g) Number of Shares to be Sold | (h) Limit Price | |
Start Date | End Date | |||||||
Note: Insert additional rows as necessary.
“No Sale” Periods (if any) | |
Start Date | End Date |
The maximum number of Shares to be sold under this Trade Schedule A is N/A.
Page 4
1.I hereby irrevocably authorize the Issuer to deliver Shares through the Depository Trust Company (DTC) to Morgan
Stanley Smith Barney LLC - DTC#: 015
Deliver to Account #: XXX -XXX
2.I hereby authorize MSSB or its affiliates, as applicable, to wire a cash amount sufficient to cover the cost of the
exercise and any withholding taxes due to either the Issuer or, if applicable, the Issuer’s outside stock option plan
administrator upon the exercise of any Options exercised and underlying Shares sold pursuant to this Plan.
Instructions for Trade Schedule A:
•Please list all Options to be exercised and sold in the order of proposed exercise and sale. If a specific grant is not
attributed to each individual Sale Period, Options will be exercised in the order that the grants are listed above.
•In columns (a) through (e) please provide the details of the Option grants to be exercised and sold.
•In column (f), state the first and last date on which the Shares are authorized to be sold during the Sale Period (Share
sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of
these Shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated.
•In column (g), state the maximum number of Shares to be sold pursuant to the Option exercise. Do not aggregate with
amounts authorized to be sold at a different price during the same Sale Period.
•In column (h), write a dollar price which is the minimum price per Share (the “Limit Price”) at which the Shares are
authorized to be sold during the Sale Period. All limit orders will be treated as “limit not held” orders. Note: Option
exercises and sales must be at a Limit Price, not at a “Market” price.
•In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding
their inclusion in this Trade Schedule A. These periods are independent of any suspension that may occur pursuant to this
Plan.
This Trade Schedule A is an integral part of this Plan entered into by the Seller with MSSB and is subject to the terms
and conditions set forth therein.
Page 5
Trade Schedule B – Sale of Clean Stock/Control Stock/Restricted Stock Awards or Units or
Employee Stock Purchase Plan Stock.
Instructions: May not be applicable for some plans. For use by any seller who wishes to sell these types of shares.
When applicable, to be completed by MSSB and reviewed by the Seller.
Name of Seller: CH 2024 GRAT | Name of Issuer: GoodRx Holdings, Inc._______ |
I acknowledge that in the event the number of Shares in column (e) cannot be sold for any reason, including the occurrence of
a suspension pursuant to this Plan, the term of this Plan will not be affected and will end on the originally scheduled Plan End
Date. I represent that the information below is accurate.
IN ADDITION TO THE COOLING-OFF PERIOD REQUIRED BY RULE 10b5-1(c)(1)(ii)(B), THE ISSUER MAY IMPOSE AN
ADDITIONAL PERIOD OF TIME WHICH MUST ELAPSE BEFORE TRADING MAY COMMENCE UNDER THIS PLAN.
*** INFORMATION ON GRID MUST BE TYPED ***
(a) Type (Clean (CLN), Control (CTRL), Restricted (RST), Restricted Stock Awards (RSA) or Units (RSU) or Employee Stock Purchase Plan shares (ESPP) ) | (b) Grant ID (If applicable) | (c) Date Shares Acquired / Vest Date (If applicable) | (d) Sale Period(s) | (e) Authorized Number of Owned Shares to be Sold | (f) Limit Price (“Market” if a Market Order) | |
Start Date | End Date | |||||
Note: Insert additional rows as necessary
“No Sale” Periods (if any) | |
Start Date | End Date |
The maximum number of Shares to be sold under this Trade Schedule B is 2,632,721.
Page 6
Instructions for Trade Schedule B:
•Shares should be listed in chronological order of proposed sales.
•In column (a), indicate the type of stock to be sold.
•In column (b), for Restricted Stock Awards/units or ESPP Shares, please state the Grant ID, if applicable.
•In column (c), state the date the Shares to be sold were acquired or vested. If the Shares were acquired/vested in more than one lot,
state the acquisition/vest date for each lot. If performance based Restricted Stock Awards or Units and vest date is unknown at this
time, indicate “TBD” in the grid above.
•In column (d), state the first and last date on which the Shares are authorized to be sold during the designated Sale Period (Share
sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of these
Shares, they will not be carried over into any subsequent Sale Period, unless explicitly indicated.
•In column (e), state the maximum number of Shares authorized to be sold at the price during the designated Sale Period. Do not
aggregate with amounts authorized to be sold at a lower price during the same designated Sale Period.
•In column (f), write either: (i) a dollar price, which is the minimum price (the “Limit” Price) at which Shares are authorized to be sold, or
(ii) the word “market” if Shares are to be sold at the then-prevailing market price per Share during the Sale Period. All market orders
will be treated as “market not held” orders. All limit orders will be treated as “limit not held” orders.
•In the grid labeled “No Sale” Periods, list the period(s), if any, during which no sales may be made pursuant to this Trade Schedule B,
stated Sale Periods, notwithstanding. These periods are independent of any suspension that may occur pursuant to this Plan.
This Trade Schedule B is an integral part of this Plan entered into by the Seller with MSSB and is subject to the terms and conditions
set forth therein.
SEC 1147 (08-07)
PART III
Sales Plan Disclosures and Representations
Instructions: The Seller must review and understand these disclosures and representations. The Seller is required to sign the last
page of this Part III.
A. General Representations.
I understand that this Plan is intended to conform with certain provisions of Rule 10b5-1 under the Securities Exchange Act, as amended (the
“Rules”).
1.I hereby represent to MSSB that, as of the date of my signature below:
a.I am not aware of any material nonpublic information about the securities that are the subject of this Plan or the Issuer (if I
am a director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Issuer, I certify as to the foregoing in
accordance with Rule 10b5-1(c)(1)(ii)(C)).
b.I am entering into and adopting this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of
Section 10(b) of the Exchange Act or Rules 10b-5 or 10b5-1 thereunder (if I am a director or officer (as defined in Rule
16a-1(f) of the Exchange Act) of the Issuer, I certify as to the foregoing in accordance with Rule 10b5-1(c)(1)(ii)(C)), or evade
the prohibitions of any other law or rule.
c.I will at all times act in good faith with respect to this Plan, including any modifications or terminations of this Plan.
d.I understand that the protections of the Rules may not apply if I alter this Plan or deviate from the instructions in any way,
other than in accordance with the modification provisions of this Plan and applicable law;
e.I own the securities which are the subject of this Plan free and clear and I acknowledge and confirm that:
(i)Neither I, nor the securities subject to this Plan are subject to any pledges, liens, security interests or other
impediments to transfer (except for those which I have entered into with MSSB, limitations imposed by Rule
144, if applicable, or a lock-up agreement that expires prior to the first date that sales may be made under this
Plan), nor is there any contractual restriction or litigation, arbitration or other proceeding pending, or to my
knowledge threatened, that would prevent or interfere with the exercise of options (“Options”) to purchase
shares (“Shares”) of the Issuer or sale of Shares under this Plan; and
(ii)The execution and delivery of this Plan by me and the transactions contemplated by this Plan will not
contravene applicable law or any agreement or other instrument binding on me or any of my affiliates or any
judgment, order or decree of any governmental body, agency or court having jurisdiction over me or my
affiliates.
f.While this Plan is in effect, I will not enter into any corresponding or hedging transaction or position with respect to the
securities which are the subject of this Plan (including, without limitation, with respect to any securities convertible or
exchangeable into Class A common stock of the Issuer) and, unless this Plan is modified or terminated in accordance with
the terms hereof, I agree not to alter or deviate from the terms of this Plan;
g.I agree not to, directly or indirectly, communicate any information relating to the Shares or the Issuer to any employee of
MSSB or its affiliates who is involved, directly or indirectly, in executing this Plan at any time while this Plan is in effect or
attempt to exercise any influence over how, when or whether to effect any sales of Shares pursuant to this Plan;
h.I have no outstanding (and will not subsequently enter into while this Plan is in effect any additional) contract, instruction or
plan that would qualify for the affirmative defense under Rule 10b5-1(c)(1) for purchases or sales of the Issuer’s securities
on the open market, except as permitted by Rule 10b5-1(c)(1)(ii)(D) based on consultation with my own legal advisors and
notified to MSSB in writing to the individuals set forth in Part I – Account and Plan Information.
i.If this Plan is designed to effect the open-market sale of the total amount of Shares under this Plan as a single transaction,
other than eligible sell-to-cover transactions as described in Rule 10b5-1(c)(1)(ii)(D)(3), I have not, during the prior 12-month
period, adopted (and will not subsequently adopt while this Plan is in effect) a contract, instruction or plan that (1) was or is
designed to effect the open-market purchase or sale of all of the securities covered by such contract, instruction or plan in a
single transaction and (2) would otherwise qualify for the affirmative defense under Rule 10b5-1(c)(1).
j.I represent that this Plan is consistent with the trading policies of the Issuer, and I acknowledge and confirm that I have
provided MSSB with an Issuer Representation letter dated as of the date of this Plan signed by an authorized representative
of the Issuer substantially in the form of Part IV - Exhibit A to this Plan;
Page 8
k.I agree to notify MSSB in writing to the individuals set forth in Part I – Account and Plan Information as soon as practicable if
I become aware of:
(i)any restriction that would prohibit any sale pursuant to this Plan (other than any such restriction relating to my
possession or alleged possession of material nonpublic information about the Issuer or its securities). Such
notice will indicate the anticipated duration of the restriction, but will not include any other information about the
nature of the restriction or its applicability to me and will not in any way communicate any material nonpublic
information about the Issuer or its securities to MSSB;
(ii)any change in the Issuer’s insider trading policies that would cause the sales to be made by MSSB for the
account of the Seller pursuant to this Plan to be inconsistent with these policies;
(iii)any change in the Issuer’s policies with regard to the timing or method of exercising options covered by this
Plan;
(iv)any change that would cause the sales hereunder not to meet all applicable requirements of Rule 144, if
applicable; and
(v)any stock split, stock dividend or other like distributions affecting the Shares (“Recapitalization”).
i.I acknowledge that MSSB is not acting as my fiduciary but is acting in a brokerage capacity in connection with the adoption
and implementation of this Plan;
j.I agree that until this Plan has been terminated in accordance with its terms, I will not, without providing prior written notice to
MSSB:
(i)enter into, modify or terminate any new or existing contract, instruction or plan with another broker-dealer or
agent to purchase or sell any securities of the Issuer that would qualify for the affirmative defense under Rule
10b5-1(c)(1) and be treated as a single “plan” with this Plan under Rule 10b5-1(c)(1)(ii)(D)(1) based on
consultation with my own or the company’s counsel (I understand that any such modification or termination
would act as a modification or termination of this Plan, as applicable, with any such modification subject to the
modification provisions of Section D.2. of this Plan and the cooling-off period then required by Rule
10b5-1(c)(1)(ii)(B)); or
(ii)provide any other instructions to another broker-dealer or agent to purchase or sell any securities of the Issuer.
k.If I am a director or executive officer of the Issuer, then I am not subject to any current pension fund blackout period
applicable to such Issuer, and I have not received written notice of the imposition of, nor am I aware of, the actual or
approximate beginning or ending dates of any such blackout period and I further acknowledge and agree that I may not
modify or otherwise alter this Plan in such circumstances;
l.I represent that I am not entering into this Plan on behalf of, or with the assets of, an individual retirement account or
individual retirement annuity, or any employee retirement or employee benefit plan (such as, for example, a Keogh or
“HR-10” plan). [Explanatory Note: A plan involving the sale of stock acquired through the exercise of employee stock options
would not be “on behalf of, or with the assets of’ any of the types of plans referred to in this paragraph.]
m.I represent that my account is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, or a “plan” as defined under Section 4975(e) of the Internal Revenue Code of
1986, as amended, or an entity whose underlying assets include the assets of any such plan by reason of such a plan's
investment in such entity.
B. Section 16 Representations (note: may not be applicable for some plans).
1.I understand that it is my responsibility to comply with all applicable laws (including, without limitation, Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder, if applicable) and policies of the Issuer of the securities with respect to the
transactions contemplated by this Plan (“Covered Transactions”) and agree to comply with all such laws and policies;
2.If I have specified that I am subject to the requirements of Section 16 of the Exchange Act, I agree to complete, execute and deliver to
MSSB a Section 16 Authorization Letter substantially in the form of Part IV – Exhibit C to this Plan;
3.I understand that federal securities laws may require me to disgorge all profits earned in connection with any purchase and sale of
securities that occurs within six months of each other if I own 10% or more of any class of the Issuer’s equity securities, or if I am an
officer or director of the Issuer (i.e., “short-swing profits”). I further understand that it is my own responsibility to ensure compliance
with such short-swing profit rules, and I will seek my own counsel with respect to ensuring compliance with such rules;
4.I understand that there are securities laws and rules that require certain persons to timely file reports with the Securities and
Exchange Commission (the “SEC”) as to the shareholder’s purchases and sales of the Issuer’s securities (including, without
Page 9
limitation, Section 13 and Section 16 of the Exchange Act). I understand that it is my responsibility to ensure compliance with such
rules in a timely manner to the extent applicable, and I will seek my own counsel with respect to whether and when such reports might
need to be filed. Upon execution of any transaction pursuant to this Plan and in no event later than the business day immediately
following each trade date, MSSB agrees to provide the terms of the transaction to me and the Issuer. MSSB will not be required to: (i)
make any of these filings on my behalf, (ii) review any Exchange Act filing made by me, or (iii) determine whether any Exchange Act
filing by me has been made on a timely basis. MSSB will not be liable to me for any misstatement, omission or defect in any of these
filings; and
5.I understand that the laws governing insider trading are fact-specific and that MSSB does not and cannot guarantee that any
transaction that is executed pursuant to this Plan will be deemed covered by the protections of the Rules.
C. Sales of Restricted Stock or Control Stock Pursuant to SEC Rule 144 (note: may not be applicable for some plans).
1.I understand that this Plan is applicable only as to securities that are freely-tradable and that are not subject to any restrictions against
purchase or sale. If I am considered an “Affiliate” within the meaning of Rule 144, then I understand that the provisions of that rule
may limit the number of Shares I can sell at any given time. In the event there is a conflict between the quantity of securities that I
have directed to be sold and any lesser amount of Shares that are permitted to be sold pursuant to Rule 144 or other securities laws
or rules, I hereby direct that the maximum limits established by such other laws or rules shall govern. In no event will MSSB effect any
sale if such sale would exceed the then-applicable limitation under Rule 144 assuming MSSB’s sales under this Plan are the only
sales subject to that limitation.
2.I agree not to take nor to cause any person or entity with which I would be required to aggregate sales of stock pursuant to Rule 144
to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144, including volume
limitations. I acknowledge that I may jeopardize the affirmative defense this plan is intended to provide in the event that I, or any
person or entity with which I would be required to aggregate sales, makes sales outside of the plan, which could also result in plan
sales being prevented or delayed in order to ensure compliance with Rule 144.
3.I instruct MSSB to conduct all sales pursuant to this Plan in accordance with the manner of sale under Rule 144(f) and current public
information requirements of Rule 144(c), and MSSB agrees to conduct all sales pursuant to this Plan in accordance with the manner
of sale requirements of Rule 144, and in no event shall MSSB effect any sale if, to MSSB’s knowledge, such sale would exceed the
then-applicable volume limitation under Rule 144.
4.I agree to timely provide completed and signed Rule 144 paperwork to MSSB (including, without limitation, a Seller Representation
letter dated as of the date of this Plan substantially in the form of Part IV - Exhibit B to this Plan, and, if applicable, an Initial Electronic
Signature Authentication Document, in each case prior to the Adoption Date). I acknowledge that MSSB requires this paperwork to
facilitate Rule 144 trades for my account. If required by Rule 144, MSSB hereby agrees to submit my completed Form 144 – Notice of
Proposed Sale of Securities to the SEC, subject to MSSB’s timely receipt of my Rule 144 paperwork, including my individual central
index key (CIK) and CIK confirmation code (CCC) for electronic filings with the SEC,. I understand that, if MSSB does not timely
receive my Rule 144 paperwork or the CIK and CCC codes provided to MSSB are not accurate and up to date, MSSB may not be
able to file a timely Form 144 on my behalf.
D. Implementation, Modification, Suspension and Termination.
1.Implementation of Plan.
a.MSSB will sell the Shares subject to this Plan in accordance with the terms of this Plan for my account in accordance with
the principles of best execution provided that MSSB may execute orders on a “not held” basis. MSSB considers several
factors, including price, the available liquidity pool, execution speed, transaction costs, service and opportunities for price
improvement in determining where to route customer orders for execution. A “not held” or “working order” permits MSSB to
use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. However, MSSB
will not sell any Shares subject to this Plan at a price less than the Limit Price, if applicable.
b.MSSB may sell the Shares subject to this Plan on any national securities exchange, in the over-the-counter market, on an
automated trading system or otherwise. I agree that if MSSB or its affiliates is a market maker or dealer in such Shares at
the time that any sale is to be made under this Plan, MSSB or its affiliates may, at its sole discretion, purchase such Shares
in its capacity as market maker or dealer.
c.I agree to deliver the Shares subject to this Plan to the extent I currently own such Shares into an account at MSSB in my
name and for my benefit prior to the Selling Start Date. I understand that this Plan shall not be effective until I establish a
valid account at MSSB to hold the Shares.
2.Modification of Plan.
a.I may not modify this Plan unless:
(i) such modification is accepted in writing by MSSB;
(ii) I provide MSSB with:
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(a)an Issuer Representation Letter substantially in the form of Part IV - Exhibit A to this Plan;
(b) a Seller Representation Letter substantially in the form of Part IV - Exhibit B to this Plan; and
(c) a modification letter and new trade schedule(s) in which I represent that, among other things, on the date
of such modification that I am not aware of any material, non-public information regarding the Issuer or any
of its securities (including the Shares), that the modification is being made in good faith and not as part of a
scheme to evade the Rules, and that my representations and warranties contained in this Plan are true at
and as of the date of such letter as if made at and as of such date; and
(iii) such modification occurs only outside of any “blackout periods” set forth in the Issuer’s insider trading policy and
procedures.
b.I understand that any modification or change to the amount, price or timing of the sale of Shares under this Plan will
constitute a termination of this Plan and the adoption of a new plan subject to the cooling-off period then required by Rule
10b5-1(c)(1)(ii)(B). The Issuer may impose additional requirements as a condition of allowing me to modify this Plan,
including, but not limited to, an additional period of time which must elapse before trading may begin following such
modification. I agree to comply with any such additional requirements imposed by Issuer and to advise MSSB of such
requirements.
3.Suspension of Plan.
a.I understand that trading under this Plan may be suspended if MSSB has received written notice from the Issuer or from me
of a legal, regulatory or contractual restriction applicable to the Issuer or to me. Upon receipt of such written notice, I
expressly authorize MSSB to suspend trading as soon as practicable and trading shall not resume until MSSB has received
written notice of the lifting of such suspension or the resolution of the underlying restriction. I understand that resumption
of trading following such suspension is undertaken at my own risk without liability or consequence to MSSB.
MSSB can make no representation as to the continued availability of the affirmative defense under Rule 10b5-1 in
the event of any such resumption of trading. If the events giving rise to a suspension of trading cannot be resolved (as
determined by MSSB in its sole discretion), I understand and acknowledge that MSSB reserves the right, in its sole
discretion, to terminate this Plan in accordance with the provisions contained herein. In the event of a suspension, MSSB will
resume effecting trades in accordance with this Plan as soon as MSSB determines that it is reasonably practical to do so.
b.I understand and agree that MSSB may not be able to effectuate a sale due to a market disruption or a legal, regulatory or
contractual restriction to which MSSB or its affiliates may be subject, or any other event or circumstance, as determined by
MSSB in its sole discretion. In such case, MSSB agrees to effectuate such sale as promptly as practical after the cessation
or termination of such market disruption, restriction or other event or circumstance.
c.Upon the resumption of trading following a suspension, any trades having a Sales Period End Date scheduled to have
occurred during such suspension period shall be deemed to have expired as of that scheduled Sales Period End Date as
defined in Trade Schedule A or B, as applicable. Any trades having a Sales Period Start Date scheduled to have occurred
during the period of suspension shall be placed as soon as practicable for the balance of time remaining until the Sales
Period End Date applicable to such trade. All other trades shall be placed as originally indicated in this Plan.
4.Termination of Plan.
a.I understand that this Plan will terminate at market close on the Plan End Date or, if earlier, upon the completed sale of the
maximum Shares subject to this Plan. In addition, this Plan shall terminate, regardless of whether the maximum Shares have
been sold, upon any of the following events:
(i) MSSB receives written notice of my death;
(ii) MSSB receives written notice of the commencement or impending commencement of any proceedings in
respect of or triggered by my bankruptcy or insolvency;
(iii) MSSB receives written notice of a valid instruction to transfer all or substantially all of the assets within my
securities account at MSSB to another broker-dealer;
(iv) MSSB receives written notice of a termination of an additional contract, instruction or plan that is being
treated as a single “plan” with this Plan as described in Section A.1.j.(i) above (or MSSB receives written
notice of a modification of such additional contract, instruction or plan and the requirements for a
modification of the Plan are not or cannot be satisfied);
(v) MSSB receives two days’ written notice from me terminating this Plan (which may be given for any
reason);
(vi) any modification or change to the amount, price or timing of the sale of Shares under this Plan as
described in Section D.2.b above
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(vii) I receive written notice from MSSB terminating this Plan (which may be given for any reason);
(viii) If I fail to comply in any material respect with any applicable law and/or any obligation under this Plan; and
(ix) Upon my or the Issuer’s demonstrating to MSSB that any of the following contingencies have occurred:
(a)A public announcement has been made of a tender offer involving the Issuer’s securities;
(b)A definitive agreement has been announced relating to a merger, reorganization, consolidation or
similar transaction in which the securities covered by this Plan would be subject to a lock-up
provision;
(c)A sale has been made of all or substantially all of the assets of the Issuer on a consolidated basis
to an unrelated person or entity, or if a transaction affecting the Issuer occurs in which the owners
of the Issuer’s outstanding voting power prior to the transaction do not own at least a majority of
the outstanding voting power of the successor entity immediately upon completion of the
transaction;
(d)A dissolution or liquidation of the Issuer takes place or there is a commencement or impending
commencement of any proceedings in respect of or triggered by the Issuer’s bankruptcy or
insolvency; or
(e)That this Plan or its attendant transactions may violate existing, new or revised federal or state
laws or regulations, or may cause a breach of a contract or agreement to which the Issuer is a
party or by which the Issuer is bound.
d.I further understand that the Issuer’s policies state that if I elect to terminate this Plan I should wait at least 30
calendar days before trading outside of a Trading Plan and 90 calendar days before establishing a new Trading
Plan.
e.I agree that I will act in good faith with respect to any terminations of this Plan.
f.In no event shall MSSB be deemed to have breached or failed to comply with this Plan if MSSB does not receive written
notice from me or the Issuer of the above contingencies prior to the placement of a scheduled order under this Plan.
E. Indemnification; Limitation of Liability.
I understand that the purpose of this Plan is to provide me with an affirmative defense against charges of insider trading and that MSSB can
make no representation or guarantee that any transaction entered according to this Plan will not subsequently be found to violate federal or
state laws or rules against trading by insiders or trading on the basis of material nonpublic information or other laws or rules governing
securities transactions. Therefore, in consideration of MSSB’s acceptance of these instructions, I hereby agree to indemnify and hold harmless
MSSB and its directors, officers, employees and affiliates (including, without limitation, Morgan Stanley & Co. LLC) from any claim, loss,
damage, liability or expense (including, without limitation, any legal fees and expenses reasonably incurred) arising out of or attributable to this
Plan (including, without limitation, any representations or warranties I have given or will give under or in connection with this Plan) or any
transaction or transactions executed pursuant to this Plan or from any deviation I might make from this Plan; provided, however, that I will have
no indemnification obligation in the case of gross negligence or willful misconduct of MSSB or any other indemnified person. This
indemnification will survive termination of this Plan.
Notwithstanding any other provision hereof, neither party hereto shall be liable to the other party for (i) any special, indirect, punitive,
exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages
or if such losses or damages could have been reasonably foreseen, or (ii) any failure to perform or to cease performance or any delay in
performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to, failure of electronic or
mechanical equipment, strikes, failure of common carrier or utility systems, outbreak or escalation of hostilities or other crisis or calamity,
severe weather, market disruptions, material disruptions in securities settlement, payment or clearance services or other causes commonly
known as “acts of God”.
F. Notice.
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopier or electronic mail and made to the applicable persons indicated in Part I – Account and Plan
Information. The parties acknowledge and agree that the distribution of material through an electronic medium is not necessarily secure and
that there are confidentiality and other risks associated with such distribution.
G. Miscellaneous.
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1.Additional Documents. I agree to complete, execute and deliver to MSSB any additional forms or other paperwork pursuant to this
Plan at such times and in such form as MSSB may reasonably request.
2.My Obligation to Consult Legal Advisors. I agree that I will not enter into, modify, suspend or terminate this Plan except upon
consultation with my own legal advisors.
3.Inconsistent Provisions. If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or
regulation, that provision will be deemed rescinded to the extent required in order to comply with the relevant law, rule or regulation.
All other provisions of this Plan will continue and remain in full force and effect.
4.Non-Market Days and Trading Restrictions. If I have given instructions that require an order to be entered on a particular date, and
the date that I have selected for a transaction falls on a day when the applicable primary market for the security is closed, then I direct
that the transaction occur on the next regular business day on which such market is open following the original date indicated;
provided that such date does not exceed the Sales Period End Date for that order or the Plan End Date or falls within a No Sales
Period as defined in Trade Schedule A and/or B of this Plan.
5.State Insider Trading Laws. I understand that some states may have their own laws that relate to insider trading. I understand that
MSSB makes no representation to me with respect to whether this Plan conforms to the laws of any particular state, and that I will
seek the advice of my own counsel with respect to matters of state law.
6.Prices. All references in this Plan to per share prices will be before deducting any commission equivalent, mark-up or differential and
other expenses of sale.
7.Other Shares. I may instruct MSSB to sell securities of the Issuer other than pursuant to this Plan. The parties hereto agree that any
such sale transaction will not be deemed to modify this Plan unless in connection with such transaction this Plan is modified pursuant
to the process set forth in subsection D.2 above.
8.Adjustments to Share and Dollar Amounts. The exercise and sale prices, and number of Options to be exercised and Shares to be
sold, will be adjusted following such time as I or the Issuer notifies MSSB promptly of a Recapitalization, which shall be made by
providing a new schedule reflecting the adjustment in Shares and prices after the Recapitalization.
9.Effect of Instructions on Other Agreements with MSSB. Subject to “Entire Agreement; Subsequent Plans” subsection below, nothing in
this Plan changes any other terms or agreements that are already applicable to my account or accounts, or that otherwise exist
between MSSB and me.
10.Entire Agreement; Subsequent Plans. This Plan constitutes the entire agreement between the parties with respect to this Plan and
supersedes any prior agreements or understandings with respect to this Plan. I understand that if I enter into a subsequent 10b5-1
trading plan, that plan will not amend, suspend or terminate this Plan unless explicitly agreed to by MSSB in writing.
11.Assignment. My rights and obligations under this Plan may not be assigned or delegated without the written permission of MSSB.
MSSB may assign or delegate any or all of its rights or obligations under this Plan to a company affiliated with, or a successor to,
MSSB or to any assignee to which MSSB determines to assign all or part of its business relating to sales plans of this kind. Any such
assignment will not affect the status, or be deemed to be an amendment, of this Plan, the purpose of which is to provide me with an
affirmative defense against charges of insider trading.
12.Choice of Law Regarding Interpretation of Instructions. This Plan shall be construed in accordance with the internal laws of the State
of New York.
13.Enforceability in the Event of Bankruptcy. The parties acknowledge and agree that this Plan is a “securities contract” as defined in
Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”) and shall be entitled to all of the protections afforded to such
contracts under the Bankruptcy Code.
14.Headings. Headings used in this Plan are provided for convenience only and shall not be used to construe meaning or intent.
15.Counterparts. This Plan may be signed in any number of counterparts, each of which shall be deemed an original, with the same
effect as if the signatures thereto and hereto were placed upon the same instrument.
By signing this Plan I agree that I have read and understood all of the disclosures and representations outlined in this Plan and applicable
Trade Schedules.
Seller | Morgan Stanley Smith Barney LLC |
By:/s/ Chona Bagsik Hirsch | By: /s/ Carlotta Griffin | |||||
Name: Chona Bagsik Hirsch, as trustee of the CH 2024 GRAT | Name: Carlotta Griffin | |||||
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Title: Trustee of the CH 2024 GRAT | Title: Executive Director | |||||
Adoption Date: 6/7/2024 | Date: 6/11/2024 | |||||
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PART IV
Exhibit A
Instructions: To be reviewed and executed by an authorized representative of the Issuer.
Issuer Representation Letter
Reference is made to that certain Sales Plan dated 6/7/2024 (the “Plan”) between Chona Bagsik Hirsch, as trustee of the CH 2024
GRAT (“Seller”) and Morgan Stanley Smith Barney LLC (“MSSB”) relating to the sale of Class A common stock (the “Shares”) of GoodRx
Holdings, Inc. (the “Issuer”).
As an authorized representative of the Issuer, I hereby represent and covenant on the Issuer's behalf that:
1.The Seller’s affiliate status at the Issuer is a (check the applicable boxes):
☐144 Affiliate of the Issuer
☐Director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (“Exchange Act”))
☒Subject to the Issuer’s insider trading windows
☐ Not Applicable
2.The sales to be made by MSSB for the account of Seller pursuant to the Plan are consistent with the Issuer’s insider trading
policies and, to the best of the Issuer’s knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller or Seller’s
affiliates as of the date of this representation that would prohibit Seller from entering into the Plan or prohibit any sale pursuant to the Plan.
3.If, at any time between the Adoption Date and the Plan End Date (each as defined in the Plan), (i) the Issuer becomes aware
of a legal, contractual or regulatory restriction that is applicable to Seller or Seller’s affiliates or a stock offering requiring an affiliate lock-up,
which would prohibit any sale pursuant to the Plan (other than any such restriction relating to Seller’s possession or alleged possession of
material nonpublic information about the Issuer or its securities), (ii) there is a change in the Issuer’s insider trading policies, so that the sales
to be made by MSSB for the account of the Seller pursuant to the Plan would be inconsistent with these policies or (iii) where the Plan covers
Shares that Seller has the right to acquire under outstanding stock options, there is a change in the Issuer’s policies with regard to the timing
or method of exercising such options which could interfere with the manner or timing of the sales to be made pursuant to this Plan, the Issuer
agrees to give MSSB’s PDP Trading Desk notice of such restriction in writing as soon as practicable to the individuals identified in Part I –
Account and Plan Information of the Plan. Such notice shall be made to and shall indicate the anticipated duration of the restriction, but shall
not include any other information about the nature of the restriction or its applicability to Seller or otherwise communicate any material
nonpublic information about the Issuer or its securities to MSSB.
4.If the Plan covers Shares that Seller has the right to acquire under outstanding stock options, the Issuer acknowledges that
Seller has authorized MSSB to serve as Seller’s agent and attorney-in-fact to exercise such stock options to purchase the Shares from time to
time pursuant to the Plan. The Issuer agrees to accept, acknowledge and effect the exercise of such options by MSSB and will instruct its
transfer agent to deliver the underlying Shares to MSSB (free of any legend or statement restricting its transferability to a buyer) upon receipt
of a completed Trade Schedule A – Notice and Authorization of Exercise of Stock Options of Sale included in Part II of the Plan and payment of
the aggregate exercise price with respect to such option.
5.If the Seller is a director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Issuer, a representative of the
Issuer will communicate the Selling Start Date in writing to the MSSB Financial Advisor listed in Part I – Account and Plan Information of the
Plan two business days prior to such date.
By: | /s/Gracye Cheng | |
Name: | Gracye Cheng | |
Title: | General Counsel | |
Dated: 6/7/2024
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Note: Requires an Issuer eSign Agreement
Electronic Record and Signature Addendum
Disclosures
Below are the terms and conditions of Morgan Stanley Smith Barney, LLC ("we" or "us" or "MSSB") Executive Financial Services Electronic
Signature procedures ("eSign"). Please read the information below carefully and thoroughly, and if you can access this information
electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by applying your electronic
signature below.
Getting paper copies
At any time, you may request a paper copy of any document or disclosure provided or made available electronically to you through eSign.
Depending on the method of delivery, you may be able to download and print documents sent to you for electronic signature during and
immediately after your signing session. You may request delivery of such paper copies by contacting your MSSB Financial Advisor or Private
Wealth Advisor. There is currently no fee for receiving paper copies of documents you receive via eSign. We reserve the right to change this
policy in the future with prior notice to you.
Withdrawing your consent
Receiving and signing documents and disclosures is an optional process that requires your consent for each package sent to you. If you would
prefer to receive and sign documents and disclosures via paper or in a non-electronic form, you may:
i. Decline to sign the documents in the signing session, and
ii. Contact your Financial Advisor or Private Wealth Advisor and request an alternative means by which to receive the documents and
disclosures.
Consequences of non-consent
If you elect to receive and sign documents and disclosures in paper format, it may slow the speed at which we can complete certain steps in
transactions with you and delivering services to you because the required documents and disclosures will need to be sent to you in paper
format, and then we must wait until we receive back from you any signed documentation.
To advise MSSB of your new contact information
Please inform your MSSB Financial Advisor or Private Wealth Advisor of any changes to your contact information (email address or mobile
phone number).
Required hardware and software*
Operating Systems: | Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X |
Browsers: | Internet Explorer® 11 (Windows only); Windows Edge Current Version; Mozilla Firefox Current Version; Safari(Mac OS only) 6.2 or above; Google Chrome Current Version |
PDF Reader: | Acrobat® or similar software may be required to view and print PDF files |
Screen Resolution: | 800 x 600 minimum |
Enabled Security Settings: | Allow per session cookies |
* These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release
(e.g. beta) versions of operating systems and browsers are not supported.
Page 16
Acknowledging your access and consent to receive materials electronically
By applying your electronic signature below, you confirm that:
• You can access and read this Electronic Record and Signature Addendum;
• You can print on paper the disclosure or save or send the disclosure to a place where you can print it on paper, for future reference and
access;
• You have received, read, and understood, and you hereby consent and agree to, the terms and conditions of this Addendum;
• You consent to using electronic signatures for your plan and all documents relating to your plan (e.g., notices, amendments, terminations);
and
• You consent to receive certain documents, disclosures and notifications for your plan and all documents relating to your plan through
electronic means.
Client Representations
By applying your electronic signature below:
•You agree the signature and/or initials used on these documents will be the electronic representation of your signature and initials for all
purposes when you use them on documents, including legally binding contracts;
•You understand a copy of the document(s) you are signing electronically can be saved or printed as a part of the eSign process and that
you can request a copy from your Financial Advisor or Private Wealth Advisor;
•You represent that all client and/or account information on the form(s) included in this package is accurate;
•You have received, reviewed and agree in your capacity as an owner, fiduciary, and/or authorized individual to be bound by all terms and
conditions attached to any document/agreement you have signed electronically; and
•You understand that this Addendum and any document/agreement you have signed electronically will be deemed to be executed in the
United States.
Indemnification
In consideration of the foregoing, you hereby agree to indemnify and hold harmless MSSB and its directors, officers, employees and affiliates
(including, without limitation, Morgan Stanley & Co. LLC) from any claim, loss, damage, liability or expense (including, without limitation, any
legal fees and expenses reasonably incurred) arising out of or attributable to eSign or the application of your electronic signature through
eSign.
Chona Bagsik Hirsch, as trustee of the CH 2024 GRAT
____________________________
Name
/s/ Chona Bagsik Hirsch
Signature
6/7/2024
Date
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