Form 4 GoodRx Holdings, Inc. For: Sep 14 Filed by: NAGJI BANSI

September 16, 2021 7:52 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
NAGJI BANSI

(Last) (First) (Middle)
C/O GOODRX HOLDINGS, INC.
2701 OLYMPIC BOULEVARD

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Healthcare
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/14/2021   M   89,797 A $ 6.84 89,797 D  
Class A Common Stock 09/14/2021   S (1)   89,797 D $ 45.0129 (2) 0 D  
Class A Common Stock 09/15/2021   M   60,415 A $ 6.84 60,415 D  
Class A Common Stock 09/15/2021   S (1)   60,415 D $ 45.0288 (3) 0 D  
Class A Common Stock 09/16/2021   M   29,788 A $ 6.84 29,788 D  
Class A Common Stock 09/16/2021   S (1)   29,788 D $ 45.0345 (4) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Stock Option (Right to Buy) $ 6.84 09/14/2021   M     89,584   (5) 06/15/2030 Class A Common Stock 89,797 $ 0 481,250 D  
Stock Option (Right to Buy) $ 6.84 09/14/2021   M     213   (6) 06/15/2030 Class A Common Stock 213 $ 0 399,787 D  
Stock Option (Right to Buy) $ 6.84 09/15/2021   M     60,415   (6) 06/15/2030 Class A Common Stock 60,415 $ 0 339,372 D  
Stock Option (Right to Buy) $ 6.84 09/16/2021   M     29,788   (6) 06/15/2030 Class A Common Stock 29,788 $ 0 309,564 D  
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
2. This price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.11. The reporting person undertakes to provide the Company, any security holder of the Company, 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 range set forth in this footnote.
3. This price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.24. The reporting person undertakes to provide the Company, any security holder of the Company, 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 range set forth in this footnote.
4. This price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.13. The reporting person undertakes to provide the Company, any security holder of the Company, 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 range set forth in this footnote.
5. The option has vested and became exercisable or will vest and become exercisable with respect to the original 700,000 underlying shares of Class A common stock in equal monthly installments over a four year period that commenced on June 10, 2020.
6. The option vested and became exercisable as to 25,000 shares on the closing date of the Issuer's initial public offering of securities, and vested or will vest as to 1/48th of the shares monthly thereafter until fully vested on June 10, 2024.
/s/ Gracye Cheng, as Attorney-in-Fact for Bansi Nagji 09/16/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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