Douglas Joseph Hirsch - Oct 22, 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
Stock symbol
GDRX
Transactions as of
Oct 22, 2023
Transactions value $
-$22,237,569
Form type
4
Date filed
10/23/2023, 07:34 PM
Previous filing
Sep 1, 2023
Next filing
Dec 4, 2023

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 +3.79M +354.83% $0.00 4.86M Oct 22, 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 -7.85M -100% $0.00* 0 Oct 22, 2023 Class B Common Stock 7.85M Direct F1, F2
transaction GDRX Class B Common Stock Options Exercise $0 +7.85M $0.00 7.85M Oct 22, 2023 Class A Common Stock 7.85M Direct F3
transaction GDRX Class B Common Stock Tax liability -$22.2M -4.05M -51.63% $5.49 3.79M Oct 22, 2023 Class A Common Stock 4.05M Direct F3
transaction GDRX Class B Common Stock Conversion of derivative security $0 -3.79M -100% $0.00* 0 Oct 22, 2023 Class A Common Stock 3.79M 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.