Statement of Ownership (sc 13g)
February 16 2021 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GoodRx
Holdings, Inc.
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(Name of Issuer)
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Class A Common Stock, $0.0001 par value per share
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(Title of Class of Securities)
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38246G108
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(CUSIP Number)
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December 31, 2020
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
1
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Names of Reporting Persons
Sivakami Sambasivam
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2
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Check the appropriate box if a member of a Group (see instructions)
(a) ¨
(b) ¨
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
United States
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
2,424,625
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
2,424,625
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,424,625
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10
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Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
¨
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11
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Percent of class represented by amount in row (9)
5.4%
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12
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Type of Reporting Person (See Instructions)
IN
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Item 1(a).
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Name of Issuer:
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GoodRx Holdings, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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2701 Olympic Boulevard Santa Monica, CA
90404
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Item 2(a).
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Name of Person Filing:
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This Statement is filed on behalf of Sivakami
Sambasivam (the “Reporting Person”).
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of residence of the Reporting
Person is 101 California Ave #701 Santa Monica, CA 90403.
Item 2(c). Citizenship:
The Reporting Person is a United States
citizen.
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Item 2(d).
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Title and Class of Securities:
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Class A Common Stock, $0.0001 par value
per share (the “Shares”)
38246G108
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Item 3.
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If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing
is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the
Exchange Act (15 U.S.C. 78c);
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c);
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of
the Exchange Act (15 U.S.C. 78c);
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(d)
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☐ Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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This Item 3 is not applicable.
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Item 4(a).
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Amount Beneficially Owned:
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The Reporting Person is the beneficial owner
of 2,424,625 shares of Class A Common Stock.
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Item 4(b).
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Percent of Class:
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The Reporting Person may be deemed the beneficial
owner of 5.4% of the Shares outstanding, based on 45,000,062 Shares of Class A Common stock outstanding, consisting of: (i) 43,925,062
Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2020; and (ii) 1,075,000
Shares issued by the Issuer on December 17, 2020, as reported in the Issuer’s Current Report on Form 8-K filed on December
21, 2020.
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Item 4(c).
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 2,424,625 Shares.
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 2,424,625 Shares.
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class.
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This Item
5 is not applicable.
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person.
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This Item
6 is not applicable.
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported
on by the parent holding company or control person.
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This Item
7 is not applicable.
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Item 8.
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Identification and classification of members of the group.
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group.
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This Item 9 is not applicable.
This Item 10 is not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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By:
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/s/ Sivakami Sambasivam
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Name:
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Sivakami Sambasivam
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February 16, 2021
The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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