Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Douglas Hirsch c/o GoodRx Holdings, Inc., 2701 Olympic Boulevard Santa Monica, CA, 90404 855-268-2822 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/16/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Douglas Joseph Hirsch | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,391,994.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
GoodRx Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2701 Olympic Boulevard, Santa Monica,
CALIFORNIA
, 90404. | |
Item 1 Comment:
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. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:Rule 10b5-1 Trading PlansOn December 16, 2024, the Reporting Person terminated the DH 2024 GRAT Trading Plan and the Reporting Person's spouse terminated the CH 2024 GRAT Trading Plan. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Amount beneficially owned: 5,391,994 *Percent of Class: 5.2% * | |
| (b) | Sole power to vote or direct the vote: 2,759,273Shared power to vote: 2,632,721 *Sole power to dispose or direct the disposition of: 2,759,273Shared power to dispose or direct the disposition of: 2,632,721 *The share amount reported herein consists of (i) 126,522 shares of Class A Common Stock held by the Reporting Person, (ii) 2,632,721 shares of Class A Common Stock held by the DH 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 CH 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 CH 2024-2 GRAT. The inclusion in this Amendment No. 3 of the Class A Common Stock held of record by the CH 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 CH 2024-2 GRAT. | |
| (c) | 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 DH 2024 GRAT and CH 2024 GRAT to the DH 2024-2 GRAT and CH 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. | |
| (d) | None. | |
| (e) | Not applicaable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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