Statement of Changes in Beneficial Ownership (4)
July 30 2021 - 6:02PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Voermann Karsten |
2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc.
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GDRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O GOODRX HOLDINGS, INC., 2701 OLYMPIC BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2021 |
(Street)
SANTA MONICA, CA 90404
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 7/28/2021 | | M | | 12500 | A | $6.84 | 12500 | D | |
Class A Common Stock | 7/28/2021 | | S(1) | | 4658 | D | $32.4635 (2) | 7842 | D | |
Class A Common Stock | 7/28/2021 | | S(1) | | 7842 | D | $32.9167 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | 7/28/2021 | | M | | | 12500 | (4) | 3/26/2030 | Class A Common Stock | 12500 | $0.00 | 400000 | D | |
Explanation of Responses: |
(1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into as of November 16, 2020. |
(2) | This price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.80 to $32.79. 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 $32.80 to $33.01. 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) | The option has vested and became exercisable or will vest and become exercisable with respect to the original 600,000 underlying shares of Class A common stock in equal monthly installments over a four year period that commenced on March 2, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Voermann Karsten C/O GOODRX HOLDINGS, INC. 2701 OLYMPIC BOULEVARD SANTA MONICA, CA 90404 |
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| Chief Financial Officer |
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Signatures
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/s/ Gracye Cheng, as Attorney-in-Fact for Karsten Voermann | | 7/30/2021 |
**Signature of Reporting Person | Date |
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