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
                      
1. Name and Address of Reporting Person * Abdiel Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol GoodRx Holdings, Inc. [ GDRX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O ABDIEL CAPITAL, 90 PARK AVENUE, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)
9/3/2021
(Street)
NEW YORK, NY 10016
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/3/2021    P    9167  A $39.93 (2) 8325101  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/3/2021    P    284  A $39.93 (2) 8325385  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/3/2021    P    36275  A $40.55 (3) 8361660  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/3/2021    P    1125  A $40.55 (3) 8362785  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/3/2021    P    109261  A $41.51 (4) 8472046  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/3/2021    P    3387  A $41.51 (4) 8475433  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/3/2021    P    23993  A $42.02 (5) 8499426  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/3/2021    P    744  A $42.02 (5) 8500170  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/7/2021    P    140643  A $41.69 (6) 8640813  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/7/2021    P    4357  A $41.69 (6) 8645170  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/8/2021    P    57821  A $39.84 (7) 8702991  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/8/2021    P    1801  A $39.84 (7) 8704792  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/8/2021    P    57524  A $40.55 (8) 8762316  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/8/2021    P    1792  A $40.55 (8) 8764108  I  By Abdiel Capital, LP (1)
Class A Common Stock  9/8/2021    P    24205  A $41.42 (9) 8788313  I  By Abdiel Qualified Master Fund, LP (1)
Class A Common Stock  9/8/2021    P    754  A $41.42 (9) 8789067  I  By Abdiel Capital, LP (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:
(1)  The share numbers in Column 5 represent the aggregated holdings of Abdiel Qualified Master Fund, LP ("AQMF") and Abdiel Capital, LP ("ACLP"). Abdiel Capital Management, LLC is the general partner of AQMF and ACLP, and Abdiel Capital Advisors, LP serves as the investment manager of AQMF and ACLP. Colin T. Moran is the managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which is the general partner of Abdiel Capital Advisors, LP. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by AQMF and ACLP. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
(2)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.88 to $39.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(3)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.00 to $40.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(4)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.00 to $42.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $42.00 to $42.05. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(6)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.17 to $42.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(7)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $39.63 to $39.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(8)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $40.00 to $40.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(9)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $41.00 to $41.80. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abdiel Capital Management, LLC
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016

X

Abdiel Qualified Master Fund LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016

X

Abdiel Capital LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016

X

Abdiel Capital Advisors, LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016

X

Moran Colin T.
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY 10016

X


Signatures
By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC 9/8/2021
**Signature of Reporting Person Date
By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Qualified Master Fund, LP 9/8/2021
**Signature of Reporting Person Date
By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Capital, LP 9/8/2021
**Signature of Reporting Person Date
By: /s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP 9/8/2021
**Signature of Reporting Person Date
By: /s/ Colin T. Moran, individually 9/8/2021
**Signature of Reporting Person Date
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