Statement of Changes in Beneficial Ownership (4)
17 September 2021 - 9:54AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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REY-GIRAUD AGNES |
2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc.
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GDRX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GOODRX HOLDINGS, INC., 2701 OLYMPIC BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2021 |
(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/14/2021 | | C | | 14454 | A | $0.00 | 14454 | I | By ARG Family Legacy Trust #1 |
Class A Common Stock | 9/14/2021 | | S | | 14454 | D | $45.0022 (1) | 0 | I | By ARG Family Legacy Trust #1 |
Class A Common Stock | 9/15/2021 | | C | | 4637 | A | $0.00 | 4637 | I | By ARG Family Legacy Trust #1 |
Class A Common Stock | 9/15/2021 | | S | | 4637 | D | $45.0283 (2) | 0 | I | By ARG Family Legacy Trust #1 |
Class A Common Stock | 9/16/2021 | | C | | 5909 | A | $0.00 | 5909 | I | By ARG Family Legacy Trust #1 |
Class A Common Stock | 9/16/2021 | | S | | 5909 | D | $45.0052 (3) | 0 | I | By ARG Family Legacy Trust #1 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (4) | 9/14/2021 | | C | | | 14454 | (4) | (4) | Class A Common Stock | 14454 | $0.00 | 265546 | I | By ARG Family Legacy Trust #1 |
Class B Common Stock | (4) | 9/15/2021 | | C | | | 4637 | (4) | (4) | Class A Common Stock | 4637 | $0.00 | 260909 | I | By ARG Family Legacy Trust #1 |
Class B Common Stock | (4) | 9/16/2021 | | C | | | 5909 | (4) | (4) | Class A Common Stock | 5909 | $0.00 | 255000 | I | By ARG Family Legacy Trust #1 |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.05, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.22, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.05, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(4) | Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
REY-GIRAUD AGNES C/O GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD SANTA MONICA, CA 90404 | X |
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Signatures
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/s/ Gracye Cheng, Attorney-in-Fact for Agnes Rey-Giraud | | 9/16/2021 |
**Signature of Reporting Person | Date |
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