Spectrum Equity VII, L.P. - Mar 6, 2024 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role
Director, 10%+ Owner
Signature
Spectrum Equity VII, L.P., By: Spectrum Equity Associates VII, L.P., its general partner, By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Chief Administrative Officer & Chief Compliance Officer
Stock symbol
GDRX
Transactions as of
Mar 6, 2024
Transactions value $
-$44,865,183
Form type
4
Date filed
3/8/2024, 04:51 PM
Previous filing
Nov 21, 2023
Next filing
Sep 3, 2024

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 +6.22M 6.22M Mar 6, 2024 By Spectrum Equity VII, L.P. F1, F2, F3
transaction GDRX Class A Common Stock Conversion of derivative security +10.7K 10.7K Mar 6, 2024 By Spectrum VII Investment Managers' Fund, L.P. F1, F2, F3
transaction GDRX Class A Common Stock Conversion of derivative security +6.01K 6.01K Mar 6, 2024 By Spectrum VII Co-Investment Fund L.P. F1, F2, F3
transaction GDRX Class A Common Stock Disposed to Issuer -$44.7M -6.22M -100% $7.19 0 Mar 6, 2024 By Spectrum Equity VII, L.P. F2, F3, F4
transaction GDRX Class A Common Stock Disposed to Issuer -$76.6K -10.7K -100% $7.19 0 Mar 6, 2024 By Spectrum VII Investment Managers' Fund, L.P. F2, F3, F4
transaction GDRX Class A Common Stock Disposed to Issuer -$43.2K -6.01K -100% $7.19 0 Mar 6, 2024 By Spectrum VII Co-Investment Fund L.P. F2, F3, F4

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 -6.22M -17.26% 29.8M Mar 6, 2024 Class A Common Stock 6.22M By Spectrum Equity VII, L.P. F1, F2, F3
transaction GDRX Class B Common Stock Conversion of derivative security -10.7K -17.26% 51.1K Mar 6, 2024 Class A Common Stock 10.7K By Spectrum VII Investment Managers' Fund, L.P. F1, F2, F3
transaction GDRX Class B Common Stock Conversion of derivative security -6.01K -17.27% 28.8K Mar 6, 2024 Class A Common Stock 6.01K By Spectrum VII Co-Investment Fund L.P. F1, F2, F3
* 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 6,239,942 shares of Class A Common Stock ("Class A Shares") from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $44,865,182.98 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 6,239,942 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis.
F2 The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund, and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Peter T. Jensen, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.
F3 Stephen M. LeSieur is a managing director of Management LLC and was appointed to the Issuer's Board of Directors pursuant to the Stockholders Agreement. Therefore, the Reporting Persons may be considered directors by deputization.
F4 The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 11, 2024.