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*
NAGJI BANSI

(Last) (First) (Middle)
C/O GOODRX HOLDINGS, INC.
233 WILSHIRE BLVD., SUITE 990

(Street)
SANTA MONICA CA 90401

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2020
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)
President, Healthcare
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 29,166 (1) D
Stock Option (2) 06/15/2030 Class A Common Stock 670,834 6.84 D
Stock Option (3) 06/15/2030 Class A Common Stock 400,000 6.84 D
Stock Option (4) 06/15/2030 Class A Common Stock 400,000 6.84 D
Explanation of Responses:
1. 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. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon either (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions or (b) the earliest to occur of (i) seven years from the filing and effectiveness of the Issuer's amended and restated certificate of incorporation and (ii) the voting power of the Issuer's outstanding Class B Common Stock representing less than 10% of the combined voing power of all of the Issuer's outstanding common stock.
2. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on June 10, 2020.
3. The option vests and becomes exercisable on January 1, 2022.
4. The option vests and becomes exercisable as to 25,000 shares on the closing date of the Issuer's initial public offering of securities, and vests as to 1/48th of the shares monthly thereafter until fully vested on June 10, 2024.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Gracye Cheng, Attorney-in-Fact for Bansi Nagji 09/23/2020
** 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.
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