Silver Lake Group, L.L.C. - May 24, 2021 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role
Director, 10%+ Owner
Signature
By: /s/ Greg Mondre, Co-CEO of Silver Lake Group, L.L.C.
Stock symbol
GDRX
Transactions as of
May 24, 2021
Transactions value $
$1,884,247
Form type
4
Date filed
5/26/2021, 06:40 PM
Previous filing
May 21, 2021
Next filing
Jun 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GDRX Class A Common Stock Options Exercise +6.44K +0.19% 3.47M May 24, 2021 Held through SLP Geology Aggregator, L.P. F1, F4
transaction GDRX Class A Common Stock Purchase $1.08M +33.4K +0.96% $32.32 3.51M May 24, 2021 Held through SLP Geology Aggregator, L.P. F2, F4
transaction GDRX Class A Common Stock Purchase $804K +24.5K +0.7% $32.76 3.53M May 24, 2021 Held through SLP Geology Aggregator, L.P. F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GDRX Class B Common Stock Options Exercise $0 -6.44K -0.01% $0.00 126M May 24, 2021 Class A Common Stock 6.44K Held through SLP Geology Aggregator, L.P. F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a conversion of shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock") of the Issuer into shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") on a one-for-one basis.
F2 Represents shares of Class A Common Stock purchased in multiple transactions at prices ranging from $31.62 to $32.615. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in this footnote.
F3 Represents shares of Class A Common Stock purchased in multiple transactions at prices ranging from $32.62 to $32.94. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in this footnote.
F4 Represents securities held by SLP Geology Aggregator, L.P. ("SLP Geology"). SLP Geology GP, L.L.C. ("SLP Geology GP") is the general partner of SLP Geology. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP Geology GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Mr. Greg Mondre serves as a member of the board of directors of GoodRx Holdings, Inc. (the "Issuer") and as a Co-CEO and Managing Partner of SLG. Each of SLP Geology, SLP Geology GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer.
F5 Shares of Class B Common Stock of the Issuer are exchangeable at any time, at the option of the holder, into an equal number of shares of Class A Common Stock of the Issuer.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.