Francisco Partners IV, L.P. - Mar 16, 2025 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role
10%+ Owner
Signature
Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer
Stock symbol
GDRX
Transactions as of
Mar 16, 2025
Transactions value $
-$42,000,000
Form type
4
Date filed
3/18/2025, 04:18 PM
Previous filing
Mar 8, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDRX Class A Common Stock Conversion of derivative security +6.66M 6.66M Mar 16, 2025 By Francisco Partners IV, L.P. F1, F2
transaction GDRX Class A Common Stock Conversion of derivative security +3.34M 3.34M Mar 16, 2025 By Francisco Partners IV-A, L.P. F1, F2
transaction GDRX Class A Common Stock Disposed to Issuer -$28M -6.66M -100% $4.20 0 Mar 16, 2025 By Francisco Partners IV, L.P. F2, F3
transaction GDRX Class A Common Stock Disposed to Issuer -$14M -3.34M -100% $4.20 0 Mar 16, 2025 By Francisco Partners IV-A, L.P. F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GDRX Class B Common Stock Conversion of derivative security -6.66M -14.27% 40M Mar 16, 2025 Class A Common Stock 6.66M By Francisco Partners IV, L.P. F1, F2
transaction GDRX Class B Common Stock Conversion of derivative security -3.34M -14.27% 20.1M Mar 16, 2025 Class A Common Stock 3.34M By Francisco Partners IV-A, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Stock Purchase Agreement dated March 16, 2025, the Issuer has agreed to purchase an aggregate of 10,000,000 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $42,000,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate of 10,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis.
F2 Francisco Partners GP IV, L.P. ("Francisco Partners GP IV") is the general partner of each of Francisco Partners IV, L.P. ("Francisco Partners IV") and Francisco Partners IV-A, L.P. ("Francisco Partners IV-A"). Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV. Francisco Partners Management, L.P. ("Francisco Partners Management") serves as the investment manager for each of Francisco Partners IV and Francisco Partners IV-A. Voting and disposition decisions at Francisco Partners Management with respect to the shares of Class B common stock held by Francisco Partners IV and Francisco Partners IV-A are made by an investment committee. Each of Francisco Partners Management, Francisco Partners GP IV Management Limited and Francisco Partners GP IV may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership except to the extent of their pecuniary interest.
F3 The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 21, 2025.