Form 4 for GDRX GoodRx Holdings, Inc.
Accepted 2023-11-21 00:00:00 ET · period of report 2023-11-20 · accession 0000950170-23-065568 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-11-21 | 2023-11-20 | GDRX | Spectrum VII Co-Investment Fund, L.P. | Dir | D - Sale to Iss | $5.47 | -12.00M | 0 | -100% | -$65.64M |
| DMI | 2023-11-21 | 2023-11-20 | GDRX | Spectrum VII Co-Investment Fund, L.P. | Dir | C - Cnv Deriv | — | +12.00M | 20.5K | New | — |
| DMI | 2023-11-21 | 2023-11-20 | GDRX | Spectrum VII Co-Investment Fund, L.P. | Dir | C - Cnv Deriv | — | -12.00M | 36.05M | -25% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-11-20 | D | D | 20,487 | $5.47 | 0 | I By Spectrum VII Investment Managers' Fund, L.P. | — | — | (F4) The reported amounts give effect to the closing of the Repurchase, which is expected to occur on November 27, 2023. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 2 | Common | Class A Common Stock | 2023-11-20 | D | D | 11,967,964 | $5.47 | 0 | I By Spectrum Equity VII, L.P. | — | — | (F4) The reported amounts give effect to the closing of the Repurchase, which is expected to occur on November 27, 2023. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 3 | Common | Class A Common Stock | 2023-11-20 | C | A | 11,549 | — | 11,549 | I By Spectrum VII Co-Investment Fund L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 4 | Common | Class A Common Stock | 2023-11-20 | D | D | 11,549 | $5.47 | 0 | I By Spectrum VII Co-Investment Fund L.P. | — | — | (F4) The reported amounts give effect to the closing of the Repurchase, which is expected to occur on November 27, 2023. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 5 | Common | Class A Common Stock | 2023-11-20 | C | A | 11,967,964 | — | 11,967,964 | I By Spectrum Equity VII, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 6 | Common | Class A Common Stock | 2023-11-20 | C | A | 20,487 | — | 20,487 | I By Spectrum VII Investment Managers' Fund, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 7 | Derivative | Class B Common Stock | 2023-11-20 | C | D | 11,549 | — | 34,782 | I By Spectrum VII Co-Invest ment Fund L.P. | — · — to — | 11,549 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 8 | Derivative | Class B Common Stock | 2023-11-20 | C | D | 20,487 | — | 61,704 | I By Spectrum VII Investmen t Managers' Fund, L.P. | — · — to — | 20,487 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |
| 9 | Derivative | Class B Common Stock | 2023-11-20 | C | D | 11,967,964 | — | 36,048,589 | I By Spectrum Equity VII, L.P. | — · — to — | 11,967,964 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 Class A Shares from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. (F2) The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any. (F3) Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization. |