Form 4 for GDRX GoodRx Holdings, Inc.
Accepted 2024-03-08 00:00:00 ET · period of report 2024-03-06 · accession 0000950170-24-028672 · 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 | 2024-03-08 | 2024-03-06 | GDRX | Francisco Partners GP IV Management Ltd | 10% | D - Sale to Iss | $7.19 | -14.62M | 0 | -100% | -$105.13M |
| DMI | 2024-03-08 | 2024-03-06 | GDRX | Francisco Partners GP IV Management Ltd | 10% | C - Cnv Deriv | — | +14.62M | 9.74M | New | — |
| DMI | 2024-03-08 | 2024-03-06 | GDRX | Francisco Partners GP IV Management Ltd | 10% | C - Cnv Deriv | — | -14.62M | 23.40M | -38% | — |
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 | 2024-03-06 | D | D | 9,740,254 | $7.19 | 0 | I By Francisco Partners IV, L.P. | — | — | (F3) The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 11, 2024. (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. |
| 2 | Common | Class A Common Stock | 2024-03-06 | D | D | 4,882,112 | $7.19 | 0 | I By Francisco Partners IV-A, L.P. | — | — | (F3) The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 11, 2024. (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. |
| 3 | Common | Class A Common Stock | 2024-03-06 | C | A | 4,882,112 | — | 4,882,112 | I By Francisco Partners IV-A, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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. |
| 4 | Common | Class A Common Stock | 2024-03-06 | C | A | 9,740,254 | — | 9,740,254 | I By Francisco Partners IV, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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. |
| 5 | Derivative | Class B Common Stock | 2024-03-06 | C | D | 9,740,254 | — | 46,680,496 | I By Francisco Partners IV, L.P. | — · — to — | 9,740,254 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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. |
| 6 | Derivative | Class B Common Stock | 2024-03-06 | C | D | 4,882,112 | — | 23,397,688 | I By Francisco Partners IV-A, L.P. | — · — to — | 4,882,112 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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. |