Sec Form 3 Filing - FRANCISCO PARTNERS IV, L.P. @ GoodRx Holdings, Inc. - 2020-09-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FRANCISCO PARTNERS IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE LETTERMAN DRIVE, BUILDING C,, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2020
(Street)
SAN FRANCISCO, CA94129
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 56,420,750 I By Francisco Partners IV, L.P. ( 2 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 28,279,800 I By Francisco Partners IV-A, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANCISCO PARTNERS IV, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA94129
X
FRANCISCO PARTNERS IV-A, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners GP IV, L.P.
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners GP IV Management Ltd
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA94129
X
Francisco Partners Management, LP
ONE LETTERMAN DRIVE, BUILDING C,
SUITE 410
SAN FRANCISCO, CA94129
X
Signatures
/s/ 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: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer 09/23/2020
Signature of Reporting Person Date
/s/ Francisco Partners IV-A, L.P., By: Francisco Partners GP IV, L.P., its general partner, By: Francisco Partners GP IV Management Limited, its general partner, By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer 09/23/2020
Signature of Reporting Person Date
/s/ Francisco Partners GP IV, L.P., By: Francisco Partners GP IV Management Limited, its general partner, By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer 09/23/2020
Signature of Reporting Person Date
/s/ Francisco Partners GP IV Management Limited, By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer 09/23/2020
Signature of Reporting Person Date
/s/ Francisco Partners Management, L.P., By: Steve Eisner, Name: Steve Eisner, Title: General Counsel and Chief Compliance Officer 09/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon either (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the earliest to occur of (i) seven years from the filing and effectiveness of the Issuer's amended and restated certificate of incorporation and (ii) the voting power of the Issuer's outstanding Class B Common Stock representing less than 10% of the combined voing power of all of the Issuer's outstanding common stock.
( 2 )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.

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