SCHEDULE 13D/A
0001628280-23-031025
0001822104
XXXXXXXX
LIVE
3
Class A Common Stock
12/16/2024
false
0001809519
38246G108
GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica
CA
90404
Trevor Bezdek
855-268-2822
c/o GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica
CA
90404
0001822104
N
Trevor Bezdek
OO
N
X1
2759273.00
2632721.00
2759273.00
2632721.00
5391994.00
N
5.2
IN
Class A Common Stock
GoodRx Holdings, Inc.
2701 Olympic Boulevard
Santa Monica
CA
90404
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 31, 2023 (as amended to date, the "Schedule 13D") relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Schedule 13D.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Rule 10b5-1 Trading Plans
On December 16, 2024, the Reporting Person terminated the TB 2024 GRAT Trading Plan and the Reporting Person's spouse terminated the JB 2024 GRAT Trading Plan.
Amount beneficially owned: 5,391,994 *
Percent of Class: 5.2% *
Sole power to vote or direct the vote: 2,759,273
Shared power to vote: 2,632,721 *
Sole power to dispose or direct the disposition of: 2,759,273
Shared power to dispose or direct the disposition of: 2,632,721 *
The share amount reported herein consists of (i) 126,552 shares of class A Common Stock held by the Reporting Person, (ii) 2,632,721 shares of Class A Common Stock held by the TB 2024-2 GRAT, of which the Reporting Person is the sole trustee and sole annuitant and (ii) 2,632,721 shares of Class A Common Stock held by the JB 2024-2 GRAT , of which the Reporting Person's spouse is the sole trustee and sole annuitant. *
The above percentage is based on 104,272,876 shares of Class A Common Stock outstanding as of October 29, 2024, as disclosed in the Quarterly Report of the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2024.
* The Reporting Person does not exercise voting or dispositive power over the Class A Common Stock held of record by the JB 2024-2 GRAT. The inclusion in this Amendment No. 3 of the Class A Common Stock held of record by the JB 2024-2 GRAT and disclosure related thereto is not an admission or acknowledgement that the Reporting Person beneficially owns such Class A Common Stock. The Reporting Person disclaims beneficial ownership of the Class A Common Stock held by the JB 2024-2 GRAT.
On December 16, 2024, the Reporting Person and the Reporting Person's spouse effected the transfer of all shares of Class A Common Stock held by the TB 2024 GRAT and JB 2024 GRAT to the TB 2024-2 GRAT and JB 2024-2 GRAT, respectively, in a series of estate planning transactions. Except as described in this Amendment No. 2, in the last 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock.
None.
Not applicable.
Trevor Bezdek
Trevor Bezdek
12/18/2024