| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
GoodRx Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
2701 Olympic Boulevard, Santa Monica,
CALIFORNIA
, 90404. |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") is being filed by the undersigned to amend the Schedule 13D filed with the SEC on June 1, 2021, as amended by Amendment No. 1, filed with the SEC on November 21, 2023, Amendment No. 2, filed with the SEC on March 8, 2024, Amendment No. 3, filed with the SEC on September 3, 2024, Amendment No. 4, filed with the SEC on March 18, 2025, Amendment No. 5 ("Amendment No. 5"), filed with the SEC on June 9, 2025 and Amendment No. 6 ("Amendment No. 6"), filed with the SEC on July 3, 2025 (the "Original 13D" and, as amended by Amendment No. 7, the "Schedule 13D") relating to shares of common stock (the "Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"), whose principal executive office is located at 2701 Olympic Boulevard, Santa Monica, California 90404. Except as set forth herein, the Original 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 7 have the meanings set forth in the Original 13D. |
| Item 2. | Identity and Background |
|
| (a) | The Schedule 13D is being filed by the following entities (each a "Reporting Person" and collectively, the "Reporting Persons"):
1. Spectrum Equity VII, L.P. ("SE VII")
2. Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates")
3. Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund")
4. Spectrum VII Co-Investment Fund, L.P. ("Spectrum VII Co-Investment Fund")
5. SEA VII Management, LLC ("Management LLC")
|
| (b) | Information with respect to the members and executive officers of Management LLC (collectively, the "Related Persons"), including the name, business address, present principal occupation or employment and citizenship of each of the Related Persons is listed on Schedule A attached to the Original 13D, which is incorporated herein by reference. |
| (c) | The information set forth in Item 2(b) of this Amendment No. 7 is incorporated herein by reference. |
| (d) | During the last five years, neither the Reporting Persons nor any Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | The information set forth in Item 2(d) of this Amendment No. 7 is incorporated herein by reference. |
| (f) | The information set forth in Item 2(b) of this Amendment No. 7 is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof:
On September 4, 2025, SE VII distributed 5,983,984 shares of the Issuer's Class A Common Stock pro rata to its limited partners for no consideration (the "September 2025 Distribution"). Following the September 2025 Distribution, Spectrum VII Co-Investment Fund, L.P. and Spectrum VII Investment Managers' Fund, L.P. made open market sales of an aggregate of 16,016 shares of the Issuer's Class A Common Stock for net proceeds of $64,864.80. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | All such ownership percentages of the securities reported in this Schedule 13D were calculated assuming Class A Shares outstanding, based upon 98,580,674 Class A Shares outstanding as of July 29, 2025 as reported on the 10-Q, as increased by 8,905,133 Class B Shares held by the Reporting Persons following the September 2025 Distribution.
The aggregate 8,905,133 securities reported in this statement, which constitute 8.28% of the outstanding Class A Shares, are held by the Reporting Persons on an as-converted basis as follows: SE VII is the holder of record of 8,881,362 Class A Shares, Spectrum VII Investment Managers' Fund is the holder of record of 15,202 Class A Shares, and Spectrum VII Co-Investment Fund is the holder of record of 8,569 Class A Shares. |
| (b) | The general partner of SE VII is Spectrum Equity Associates. The general partner of each of Spectrum VII Investment Managers' Fund, Spectrum VII Co-Investment Fund and Spectrum Equity Associates is Management LLC. Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities. |
| (c) | During the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Common Stock. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1 Joint Filing Agreement, filed with the SEC as Exhibit 1 to the Original 13D on May 19, 2021.
(https://www.sec.gov/Archives/edgar/data/1809519/000119312521178684/d165985dex991.htm) |
(a)