Douglas Joseph Hirsch - Sep 1, 2024 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: Sep 1, 2024
Transactions value $: -$1,027,340
Form type: 4
Date filed: 9/3/2024, 05:05 PM
Previous filing: Jun 11, 2024

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	+127K		$0.00	127K	Sep 1, 2024	Direct
holding	GDRX	Class A Common Stock						2.63M	Sep 1, 2024	By DH 2024 GRAT	F1
holding	GDRX	Class A Common Stock						2.63M	Sep 1, 2024	By CH 2024 GRAT	F2

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	-100%	$0.00	0	Sep 1, 2024	Class B Common Stock	257K		Direct	F3, F4
transaction	GDRX	Class B Common Stock	Options Exercise	$0	+257K		$0.00	257K	Sep 1, 2024	Class A Common Stock	257K		Direct	F5
transaction	GDRX	Class B Common Stock	Tax liability	-$1.03M	-130K	-50.68%	$7.90	127K	Sep 1, 2024	Class A Common Stock	130K		Direct	F5
transaction	GDRX	Class B Common Stock	Conversion of derivative security	$0	-127K	-100%	$0.00	0	Sep 1, 2024	Class A Common Stock	127K		Direct	F5

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

Explanation of Responses:

Id	Content
F1	Share held directly by DH 2024 GRAT, a grantor retained annuity trust (the "DH 2024 GRAT"). The Reporting Person serves as the sole trustee and sole annuitant of the DH 2024 GRAT.
F2	Share held directly by CH 2024 GRAT, a grantor retained annuity trust (the "CH 2024 GRAT"). Chona Hirsch, the Reporting Person's spouse, serves as the sole trustee and sole annuitant of the CH 2024 GRAT. The Reporting Person has no pecuniary interest in or voting or investment control over the shares of Class A Common Stock held by the CH 2024 GRAT and disclaims beneficial ownership of such shares. This filing is not an admission or acknowledgment that the Reporting Person is the beneficial owner of such shares.
F3	Each restricted stock unit represents a contingent right to receive one share of Class B common stock.
F4	The restricted stock units vested or will vest in 16 equal quarterly installments that commenced on September 1, 2020.
F5	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.