Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Bezdek Trevor
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2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [GDRX]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chairman /
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(Last)
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(First)
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(Middle)
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C/O GOODRX HOLDINGS, INC. , 2701 OLYMPIC BOULEVARD
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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SANTA MONICA
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CA
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90404
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bezdek Trevor
C/O GOODRX HOLDINGS, INC.
2701 OLYMPIC BOULEVARD
SANTA MONICA, CA90404
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X
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Chairman
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Signatures
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/s/ Gracye Cheng, Attorney-in-Fact for Trevor Bezdek
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2024-09-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Share held directly by TB 2024 GRAT, a grantor retained annuity trust (the "TB 2024 GRAT"). The Reporting Person serves as the sole trustee and sole annuitant of the TB 2024 GRAT.
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(2)
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Share held directly by JB 2024 GRAT, a grantor retained annuity trust (the "JB 2024 GRAT"). Jana Bezdek, the Reporting Person's spouse, serves as the sole trustee and sole annuitant of the JB 2024 GRAT. The Reporting Person has no pecuniary interest in or voting or investment control over the shares of Class A Common Stock held by the JB 2024 GRAT and disclaims beneficial ownership of such shares. This filing is not an admission or acknowledgment that the Reporting Person is the beneficial owner of such shares.
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(3)
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Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
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(4)
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The restricted stock units vested or will vest in 16 equal quarterly installments that commenced on September 1, 2020.
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(5)
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Each share of Class B common stock is convertible at any time at the option of the holder into one share of the Issuer's Class A common stock or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
