Filing Details

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

 

GoodRx Holdings, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

38246G108

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 38246G108		Schedule 13G		Page 1 of 10

 

1		Names of Reporting Persons     Francisco Partners IV, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     0
				6		Shared Voting Power     56,420,750
				7		Sole Dispositive Power     0
				8		Shared Dispositive Power     56,420,750

9		Aggregate Amount Beneficially Owned by Each Reporting Person     56,420,750
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     55.6%
12		Type of Reporting Person     PN

CUSIP No. 38246G108		Schedule 13G		Page 2 of 10

 

1		Names of Reporting Persons     Francisco Partners IV-A, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     0
				6		Shared Voting Power     28,279,800
				7		Sole Dispositive Power     0
				8		Shared Dispositive Power     28,279,800

9		Aggregate Amount Beneficially Owned by Each Reporting Person     28,279,800
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     38.6%
12		Type of Reporting Person     PN

CUSIP No. 38246G108		Schedule 13G		Page 3 of 10

 

1		Names of Reporting Persons     Francisco Partners GP IV, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     0
				6		Shared Voting Power     84,700,550
				7		Sole Dispositive Power     0
				8		Shared Dispositive Power     84,700,550

9		Aggregate Amount Beneficially Owned by Each Reporting Person     84,700,550
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     65.3%
12		Type of Reporting Person     PN

CUSIP No. 38246G108		Schedule 13G		Page 4 of 10

 

1		Names of Reporting Persons     Francisco Partners GP IV Management Limited
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     0
				6		Shared Voting Power     84,700,550
				7		Sole Dispositive Power     0
				8		Shared Dispositive Power     84,700,550

9		Aggregate Amount Beneficially Owned by Each Reporting Person     84,700,550
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     65.3%
12		Type of Reporting Person     CO

CUSIP No. 38246G108		Schedule 13G		Page 5 of 10

 

1		Names of Reporting Persons     Francisco Partners Management, L.P.
2		Check the Appropriate Box if a Member of a Group   (a)  ☒        (b)  ☐
3		SEC Use Only
4		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power     0
				6		Shared Voting Power     84,700,550
				7		Sole Dispositive Power     0
				8		Shared Dispositive Power     84,700,550

9		Aggregate Amount Beneficially Owned by Each Reporting Person     84,700,550
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares     Not Applicable
11		Percent of Class Represented by Amount in Row 9     65.3%
12		Type of Reporting Person     PN

CUSIP No. 38246G108		Schedule 13G		Page 6 of 10

 

ITEM 1.

(a)     Name of Issuer:

GoodRx Holdings, Inc. (the Issuer).

 

(b)     Address of Issuers Principal Executive Offices:

233 Wilshire Blvd., Suite 990, Santa Monica, CA 90401.

 

ITEM 2.

(a)     Name of Person Filing:

Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:

Francisco Partners IV, L.P.

Francisco Partners IV-A, L.P.

Francisco Partners GP IV, L.P.

Francisco Partners GP IV Management Limited

Francisco Partners Management, L.P.

 

(b)     Address or Principal Business Office:

The principal business address of the Reporting Persons is One Letterman Drive, Building C, Suite 410, San Francisco, CA 94129.

 

(c)     Citizenship of each Reporting Person is:

Francisco Partners Management, L.P. is organized under the laws of the state of Delaware. The remaining Reporting Persons are organized under the laws of the Cayman Islands.

 

(d)     Title of Class of Securities:

Class A common stock, par value $0.0001 per share (Class A Common Stock).

 

(e)     CUSIP Number:

38246G108

 

ITEM 3.

Not applicable.

 

ITEM 4.

Ownership.

(a-c)

CUSIP No. 38246G108		Schedule 13G		Page 7 of 10

 

The ownership information presented below represents beneficial ownership of the shares of Class A Common Stock as of the date hereof, based upon 45,000,062 shares of Class A Common Stock outstanding as of December 17, 2020. The ownership information assumes the conversion of the Class B common stock, par value $0.0001 per share (Class B Common Stock) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.

 

Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Francisco Partners IV, L.P.			56,420,750				55.6	%			0				56,420,750				0				56,420,750
Francisco Partners IV-A, L.P.			28,279,800				38.6	%			0				28,279,800				0				28,279,800
Francisco Partners GP IV, L.P.			84,700,550				65.3	%			0				84,700,550				0				84,700,550
Francisco Partners GP IV Management Limited			84,700,550				65.3	%			0				84,700,550				0				84,700,550
Francisco Partners Management, L.P.			84,700,550				65.3	%			0				84,700,550				0				84,700,550

Francisco Partners IV, L.P. is the beneficial owner of 56,420,750 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock. Francisco Partners IV-A, L.P. is the beneficial owner of 28,279,800 shares of Class A Common Stock issuable upon the conversion of an equal number of shares of Class B Common Stock.

Francisco Partners GP IV, L.P. is the general partner of each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. Francisco Partners GP IV Management Limited is the general partner of Francisco Partners GP IV, L.P. Francisco Partners Management, L.P. serves as the investment manager for each of Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P. As a result, each of Francisco Partners Management, L.P., Francisco Partners GP IV Management Limited and Francisco Partners GP IV, L.P. may be deemed to share voting and dispositive power over the shares of Class B Common Stock held.

Voting and disposition decisions at Francisco Partners Management, L.P. with respect to the securities reported herein are made by an investment committee. Each member of the investment committee disclaims beneficial ownership of the securities reported herein.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

CUSIP No. 38246G108		Schedule 13G		Page 8 of 10

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Certain of the Reporting Persons, Idea Men, LLC and certain affiliates of Spectrum Equity and Silver Lake (collectively, the Stockholders) are parties to a Stockholders Agreement (the Stockholders Agreement), which contains, among other things, certain provisions relating to transfer of, and coordination of the voting of, securities of the Issuer by the parties thereto.

By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a group with the other Stockholders within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Reporting Persons expressly disclaim beneficial ownership over any shares of Class A Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders Agreement. Certain entities affiliated with the other Stockholders are separately making Schedule 13G filings reporting their beneficial ownership of shares of Class A Common Stock.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

CUSIP No. 38246G108		Schedule 13G		Page 9 of 10

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2021

 

CUSIP No. 38246G108		Schedule 13G		Page 10 of 10

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99		Joint Filing Agreement.