0000950170-25-083844.txt : 20250609 0000950170-25-083844.hdr.sgml : 20250609 20250609171205 ACCESSION NUMBER: 0000950170-25-083844 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250609 DATE AS OF CHANGE: 20250609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GoodRx Holdings, Inc. CENTRAL INDEX KEY: 0001809519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology EIN: 475104396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91856 FILM NUMBER: 251035018 BUSINESS ADDRESS: STREET 1: 2701 OLYMPIC BOULEVARD CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: (855) 268-2822 MAIL ADDRESS: STREET 1: 2701 OLYMPIC BOULEVARD CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Equity VII, L.P. CENTRAL INDEX KEY: 0001609969 ORGANIZATION NAME: EIN: 383931167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, 29TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-464-4600 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, 29TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001609969 XXXXXXXX LIVE 5 Class A Common Stock 06/05/2025 false 0001809519 38246G108 GoodRx Holdings, Inc.

2701 Olympic Boulevard Santa Monica CA 90404

Carolina A. Picazo (415) 464-4600 Spectrum Equity 140 New Montgomery St., 20th Floor, San Francisco CA 94105 0001609969 N Spectrum Equity VII, L.P. a OO N DE 0 18854669 0 18854669 18854669 N 15.8 PN Row 13. Calculated assuming 119,205,298 shares of Class A Common Stock ("Class A Shares") outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the Issuer's Quarterly Report on Form 10-Q filed on May 7, 2025 (the "10-Q"), as increased by 18,905,133 shares of Class B Common Stock, which are convertible into Class A Shares on a one-to-one basis ("Class B Shares"), held by the Reporting Persons following the June 2025 Distribution, as defined below. 0001824228 N Spectrum Equity Associates VII, L.P. a OO N DE 0 18854669 0 18854669 18854669 N 15.8 PN Row 13. Calculated assuming 119,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 18,905,133 Class B Shares held by the Reporting Persons following the June 2025 Distribution, as defined below. 0001626997 N Spectrum VII Investment Managers' Fund, L.P. a OO N DE 0 32273 0 32273 32273 N 0.03 PN Row 13. Calculated assuming 119,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 18,905,133 Class B Shares held by the Reporting Persons following the June 2025 Distribution, as defined below. 0001822087 N Spectrum VII Co-Investment Fund, L.P. a OO N DE 0 18191 0 18191 18191 N 0.02 PN Row 13. Calculated assuming 119,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 18,905,133 Class B Shares held by the Reporting Persons following the June 2025 Distribution, as defined below. 0001824265 N SEA VII Management, LLC a OO N DE 0 18905133 0 18905133 18905133 N 15.9 OO Row 13. Calculated assuming 119,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 18,905,133 Class B Shares held by the Reporting Persons following the June 2025 Distribution, as defined below. Class A Common Stock GoodRx Holdings, Inc. 2701 Olympic Boulevard Santa Monica CA 90404 This Amendment No. 5 ("Amendment No. 5") 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 and Amendment No. 4, filed with the SEC on March 18, 2025 (the "Original 13D" and, as amended by Amendment No. 5, 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. 5 have the meanings set forth in the Original 13D. 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") 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. The information set forth in Item 2(b) of this Amendment No. 5 is incorporated herein by reference. 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. The information set forth in Item 2(d) of this Amendment No. 5 is incorporated herein by reference. The information set forth in Item 2(b) of this Amendment No. 5 is incorporated herein by reference. Item 4 of the Schedule 13D is hereby amended to include the following at the end thereof: On June 5, 2025, SE VII distributed 3,989,323 shares of the Issuer's Class A Common Stock pro rata to its limited partners for no consideration (the "June 2025 Distribution"). Following the June 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 10,677 shares of the Issuer's Class A Common Stock for net proceeds of $43,706.24. All such ownership percentages of the securities reported in this Schedule 13D were calculated assuming 119,205,298 Class A Shares outstanding, based upon 100,300,165 Class A Shares outstanding as of April 29, 2025 as reported on the 10-Q, as increased by 18,905,133 Class B Shares held by the Reporting Persons following the June 2025 Distribution. The aggregate 18,905,133 securities reported in this statement, which constitute 15.9% 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 18,854,669 Class A Shares, Spectrum VII Investment Managers' Fund is the holder of record of 32,273 Class A Shares, and Spectrum VII Co-Investment Fund is the holder of record of 18,191 Class A Shares. 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. Exhibit 1 Joint Filing Agreement, filed with the SEC as Exhibit 1 to the Original 13D on May 19, 2021. Spectrum Equity VII, L.P. /s/ Carolina A. Picazo 06/09/2025 Spectrum Equity Associates VII, L.P. /s/ Carolina A. Picazo 06/09/2025 Spectrum VII Investment Managers' Fund, L.P. /s/ Carolina A. Picazo 06/09/2025 Spectrum VII Co-Investment Fund, L.P. /s/ Carolina A. Picazo 06/09/2025 SEA VII Management, LLC /s/ Carolina A. Picazo 06/09/2025