Trevor Bezdek - Jun 1, 2021 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role: Co-CEO, Director
Signature: /s/ Gracye Cheng, Attorney-in-Fact for Trevor Bezdek
Stock symbol: GDRX
Transactions as of: Jun 1, 2021
Transactions value $: -$4,721,134
Form type: 4
Date filed: 6/2/2021, 06:29 PM
Next filing: Jun 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GDRX	Class A Common Stock	Conversion of derivative security	$0	+129K	+49.37%	$0.00	391K	Jun 1, 2021	Direct

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	Restricted Stock Unit	Options Exercise	$0	-257K	-7.14%	$0.00	3.34M	Jun 1, 2021	Class B Common Stock	257K		Direct	F1, F2
transaction	GDRX	Class B Common Stock	Options Exercise	$0	+257K		$0.00	257K	Jun 1, 2021	Class A Common Stock	257K		Direct	F3
transaction	GDRX	Class B Common Stock	Tax liability	-$4.72M	-127K	-49.58%	$37.11	129K	Jun 1, 2021	Class A Common Stock	127K		Direct	F3
transaction	GDRX	Class B Common Stock	Conversion of derivative security	$0	-129K	-100%	$0.00^*	0	Jun 1, 2021	Class A Common Stock	129K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
F2	The restricted stock units vested or will vest in 16 equal quarterly installments that commenced on September 1, 2020.
F3	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 or upon the earliest to occur of (1) the first date on which the aggregate number of outstanding shares of Class B common stock ceases to represent at least 10% of the then-outstanding shares of common stock, (2) the transfer of such share of Class B common stock, other than certain permitted transfers, or (3) September 25, 2027.