Sec Form 4 Filing - LeSieur Stephen @ GoodRx Holdings, Inc. - 2020-09-25

FORM 4 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 LeSieur Stephen 2. Issuer Name and Ticker or Trading Symbol GoodRx Holdings, Inc. [ GDRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GOODRX HOLDINGS, INC., 233 WILSHIRE BLVD., SUITE 990 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2020 (Street) SANTA MONICA, CA90401 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 Class A Common Stock 09/25/2020 C 6,781,847 A $ 0 6,781,847 I By Spectrum Equity VII, L.P. ( 1 ) Class A Common Stock 09/25/2020 C 11,609 A $ 0 11,609 I By Spectrum VII Investment Managers' Fund, L.P. ( 1 ) Class A Common Stock 09/25/2020 C 6,544 A $ 0 6,544 I By Spectrum VII Co-Investment Fund, L.P. ( 1 ) Class A Common Stock 09/25/2020 S 6,781,847 D $ 33 0 I By Spectrum Equity VII, L.P. ( 1 ) Class A Common Stock 09/25/2020 S 11,609 D $ 33 0 I By Spectrum VII Investment Managers' Fund, L.P. ( 1 ) Class A Common Stock 09/25/2020 S 6,544 D $ 33 0 I By Spectrum VII Co-Investment Fund, L.P. ( 1 )

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 ( 2 ) 09/25/2020 C 6,781,847 ( 2 ) ( 2 ) Class A Common Stock 6,781,847 $ 0 48,016,553 I By Spectrum Equity VII, L.P. ( 1 ) Class B Common Stock ( 2 ) 09/25/2020 C 11,609 ( 2 ) ( 2 ) Class A Common Stock 11,609 $ 0 82,191 I By Spectrum VII Investment Managers' Fund, L.P. ( 1 ) Class B Common Stock ( 2 ) 09/25/2020 C 6,544 ( 2 ) ( 2 ) Class A Common Stock 6,544 $ 0 46,331 I By Spectrum VII Co-Investment Fund, L.P. ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LeSieur Stephen C/O GOODRX HOLDINGS, INC. 233 WILSHIRE BLVD., SUITE 990 SANTA MONICA, CA90401 X X Spectrum VII Investment Managers' Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO94105 X Spectrum Equity VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X Spectrum VII Co-Investment Fund, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X Spectrum Equity Associates VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X Signatures /s/ Gracye Cheng, Attorney-in-Fact for Stephen LeSieur 09/29/2020 Signature of Reporting Person Date 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 09/29/2020 Signature of Reporting Person Date Spectrum VII Investment Managers' Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 09/29/2020 Signature of Reporting Person Date Spectrum VII Co-Investment Fund, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 09/29/2020 Signature of Reporting Person Date Spectrum Equity Associates VII, L.P., By: SEA VII Management, LLC, its general partner, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 09/29/2020 Signature of Reporting Person Date SEA VII Management, LLC, By: /s/ Carolina A. Picazo, Name: Carolina A. Picazo, Title: Chief Administrative Officer & Chief Compliance Officer 09/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The general partner of Spectrum Equity VII, L.P. ("Spectrum Equity VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates VII"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund") and Spectrum Equity Associates VII is SEA VII 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 Spectrum Equity 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. ( 2 )In connection with the Issuer's initial public offering, the reporting person converted shares of the Class B Common Stock to Class A Common Stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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