Sec Form 4 Filing - Spectrum Equity VII, L.P. @ GoodRx Holdings, Inc. - 2023-11-20

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 Spectrum Equity VII, 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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 140 NEW MONTGOMERY STREET, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2023 (Street) SAN FRANCISCO, CA94105 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 11/20/2023 C( 1 ) 11,967,964 A 11,967,964 I By Spectrum Equity VII, L.P. ( 2 ) ( 3 ) Class A Common Stock 11/20/2023 C( 1 ) 20,487 A 20,487 I By Spectrum VII Investment Managers' Fund, L.P. ( 2 ) ( 3 ) Class A Common Stock 11/20/2023 C( 1 ) 11,549 A 11,549 I By Spectrum VII Co-Investment Fund L.P. ( 2 ) ( 3 ) Class A Common Stock 11/20/2023 D 11,967,964 ( 4 ) D $ 5.47 0 ( 4 ) I By Spectrum Equity VII, L.P. ( 2 ) ( 3 ) Class A Common Stock 11/20/2023 D 20,487 ( 4 ) D $ 5.47 0 ( 4 ) I By Spectrum VII Investment Managers' Fund, L.P. ( 2 ) ( 3 ) Class A Common Stock 11/20/2023 D 11,549 ( 4 ) D $ 5.47 0 ( 4 ) I By Spectrum VII Co-Investment Fund L.P. ( 2 ) ( 3 )

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 ) 11/20/2023 C( 1 ) 11,967,964 ( 1 ) ( 1 ) Class A Common Stock 11,967,964 ( 1 ) 36,048,589 I By Spectrum Equity VII, L.P. ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 11/20/2023 C( 1 ) 20,487 ( 1 ) ( 1 ) Class A Common Stock 20,487 ( 1 ) 61,704 I By Spectrum VII Investmen t Managers' Fund, L.P. ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 11/20/2023 C( 1 ) 11,549 ( 1 ) ( 1 ) Class A Common Stock 11,549 ( 1 ) 34,782 I By Spectrum VII Co-Invest ment Fund L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spectrum Equity VII, L.P. 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X X Spectrum VII Investment Managers' Fund, 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 X SEA VII Management, LLC 140 NEW MONTGOMERY STREET, 20TH FLOOR SAN FRANCISCO, CA94105 X X Signatures 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 11/21/2023 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 11/21/2023 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 11/21/2023 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 11/21/2023 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 11/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Stock Purchase Agreement dated November 20, 2023, the Issuer has agreed to purchase 12,000,000 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 $65,640,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate 12,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis in connection with the Repurchase. ( 2 )The general partner of SE VII is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII InvestmentManagers' 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 maybe 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. ( 3 )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. ( 4 )The reported amounts give effect to the closing of the Repurchase, which is expected to occur on November 27, 2023.

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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