Francisco Partners IV, L.P. - Mar 6, 2024 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role
10%+ Owner
Signature
Francisco Partners IV, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: /s/ Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer
Stock symbol
GDRX
Transactions as of
Mar 6, 2024
Transactions value $
-$105,134,812
Form type
4
Date filed
3/8/2024, 04:30 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDRX Class A Common Stock Conversion of derivative security +9.74M 9.74M Mar 6, 2024 By Francisco Partners IV, L.P. F1, F2
transaction GDRX Class A Common Stock Conversion of derivative security +4.88M 4.88M Mar 6, 2024 By Francisco Partners IV-A, L.P. F1, F2
transaction GDRX Class A Common Stock Disposed to Issuer -$70M -9.74M -100% $7.19 0 Mar 6, 2024 By Francisco Partners IV, L.P. F2, F3
transaction GDRX Class A Common Stock Disposed to Issuer -$35.1M -4.88M -100% $7.19 0 Mar 6, 2024 By Francisco Partners IV-A, L.P. F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GDRX Class B Common Stock Conversion of derivative security -9.74M -17.26% 46.7M Mar 6, 2024 Class A Common Stock 9.74M By Francisco Partners IV, L.P. F1, F2
transaction GDRX Class B Common Stock Conversion of derivative security -4.88M -17.26% 23.4M Mar 6, 2024 Class A Common Stock 4.88M By Francisco Partners IV-A, L.P. F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Stock Purchase Agreement dated March 6, 2024, the Issuer has agreed to purchase an aggregate 14,622,366 shares of Class A Common Stock ("Class A Shares") from Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. (together, the "Selling Stockholders") for an aggregate price of $105,134,811.54 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 14,622,366 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis.
F2 Francisco Partners GP IV, L.P. ("Francisco Partners GP IV") is the general partner of each of Francisco Partners IV, L.P. ("Francisco Partners IV") and Francisco Partners IV-A, L.P. ("Francisco Partners IV-A"). Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV. Francisco Partners Management, L.P. ("Francisco Partners Management") serves as the investment manager for each of Francisco Partners IV and Francisco Partners IV-A. Voting and disposition decisions at Francisco Partners Management with respect to the shares of Class B common stock held by Francisco Partners IV and Francisco Partners IV-A are made by an investment committee. Each of Francisco Partners Management, Francisco Partners GP IV Management Limited and Francisco Partners GP IV may be deemed to share voting and dispositive power over the shares of Class B common stock held, but disclaims beneficial ownership except to the extent of their pecuniary interest.
F3 The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 11, 2024.