Form 4 for GDRX GoodRx Holdings, Inc.
Accepted 2024-03-08 00:00:00 ET · period of report 2024-03-06 · accession 0000950170-24-028716 · 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 | Spectrum VII Co-Investment Fund, L.P. | Dir | C - Cnv Deriv | — | +6.24M | 6,006 | New | — |
| DMI | 2024-03-08 | 2024-03-06 | GDRX | Spectrum VII Co-Investment Fund, L.P. | Dir | D - Sale to Iss | $7.19 | -6.24M | 0 | -100% | -$44.87M |
| DMI | 2024-03-08 | 2024-03-06 | GDRX | Spectrum VII Co-Investment Fund, L.P. | Dir | C - Cnv Deriv | — | -6.24M | 29.83M | -17% | — |
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 | C | A | 6,223,283 | — | 6,223,283 | I By Spectrum Equity VII, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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 | 2024-03-06 | C | A | 10,653 | — | 10,653 | I By Spectrum VII Investment Managers' Fund, L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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 | 2024-03-06 | C | A | 6,006 | — | 6,006 | I By Spectrum VII Co-Investment Fund L.P. | — | — | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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 | 2024-03-06 | D | D | 6,223,283 | $7.19 | 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 March 11, 2024. (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 | 2024-03-06 | D | D | 10,653 | $7.19 | 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 March 11, 2024. (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 | 2024-03-06 | D | D | 6,006 | $7.19 | 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 March 11, 2024. (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 | 2024-03-06 | C | D | 10,653 | — | 51,051 | I By Spectrum VII Investment Managers' Fund, L.P. | — · — to — | 10,653 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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 | 2024-03-06 | C | D | 6,006 | — | 28,776 | I By Spectrum VII Co-Investment Fund L.P. | — · — to — | 6,006 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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 | 2024-03-06 | C | D | 6,223,283 | — | 29,825,306 | I By Spectrum Equity VII, L.P. | — · — to — | 6,223,283 Class A Common Stock | (F1) Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 6,239,942 shares of Class A Common Stock ("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 $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis. (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. |