Douglas Joseph Hirsch - 22 Oct 2023 Form 4 Insider Report for GoodRx Holdings, Inc. (GDRX)

Role: Chief Mission Officer, Director
Signature: /s/ Gracye Cheng, Attorney-in-Fact for Douglas Joseph Hirsch
Issuer symbol: GDRX
Transactions as of: 22 Oct 2023
Net transactions value: -$22,237,569
Form type: 4
Filing time: 23 Oct 2023, 19:34:48 UTC
Previous filing: 01 Sep 2023
Next filing: 04 Dec 2023
SEC: View on sec.gov

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	+3,794,802	+355%	$0.000000	4,864,258	22 Oct 2023	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	-7,845,361	-100%	$0.000000^*	0	22 Oct 2023	Class B Common Stock	7,845,361		Direct	F1, F2
transaction	GDRX	Class B Common Stock	Options Exercise	$0	+7,845,361		$0.000000	7,845,361	22 Oct 2023	Class A Common Stock	7,845,361		Direct	F3
transaction	GDRX	Class B Common Stock	Tax liability	$22,237,569	-4,050,559	-52%	$5.49	3,794,802	22 Oct 2023	Class A Common Stock	4,050,559		Direct	F3
transaction	GDRX	Class B Common Stock	Conversion of derivative security	$0	-3,794,802	-100%	$0.000000^*	0	22 Oct 2023	Class A Common Stock	3,794,802		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 ("RSUs") vested upon the achievement of performance goals in October 2020. Settlement of the restricted stock units was delayed until the third anniversary of the applicable vesting date, but the Issuer accelerated the settlement of a number of RSUs sufficient to satisfy FICA tax withholding in December 2020. The October 22, 2023 transaction reflects the settlement for the remaining RSUs under the award.
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.