SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nabiey Romin

(Last)

(First)

(Middle)

C/O GOODRX HOLDINGS, INC.

2701 OLYMPIC BOULEVARD

(Street)

SANTA MONICA

90404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2022

3. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	41,169	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	48,259	⁽¹⁾	D
Stock Option (Right to Buy)	⁽²⁾	05/30/2027	Class A Common Stock	200,000	$2.18	D
Stock Option (Right to Buy)	⁽³⁾	09/05/2028	Class A Common Stock	37,500	$5.18	D
Stock Option (Right to Buy)	⁽⁴⁾	01/30/2030	Class A Common Stock	100,000	$5.94	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. The restricted stock units vested 19% on April 15, 2021, and the remaining 81% vested or will vest in equal quarterly installments over the following 15 quarters.

2. The option is fully vested and excercisable.

3. The option vested as to 4.17% of the award on September 6, 2018, and the remainder has vested or will vest and become excercisable in equal monthly installments over the following 46 months.

4. The option has vested or will vest and become excercisable in equal monthly installments for a four year period that commenced on February 1, 2020.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Gracye Cheng, Attorney-in-Fact for Romin Nabiey	05/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.