Filing Details
- Accession Number:
- 0000950170-25-043177
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-20 20:00:00
- Filed By:
- Idea Men, LLC
- Company:
- Goodrx Holdings Inc. (NASDAQ:GDRX)
- Filing Date:
- 2025-03-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Idea Men, LLC | 43,164,171 | 0 | 43,164,171 | 0 | 43,164,171 | 29.1% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
GoodRx Holdings, Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
38246G108 (CUSIP Number) |
Trevor Bezdek 2701 Olympic Boulevard, Santa Monica, CA, 90404 (855) 268-2822 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 38246G108 |
| 1 |
Name of reporting person
Idea Men, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
| ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,164,171.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
29.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value | |
| (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. 5 to Schedule 13D (the "Amendment No. 5") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 1, 2021 (as amended, the "Schedule 13D"), relating to the shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of GoodRx Holdings, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
March 2025 Repurchase
On March 21, 2025 (the "Closing Date"), pursuant to the previously disclosed March 2025 Stock Purchase Agreement, the March 2025 Repurchase closed. As a result, the Issuer purchased from the Reporting Person 7,000,000 shares of Class A Common Stock, after giving effect to the automatic conversion of the Reporting Person's Class B Common Stock, for $4.20 per share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained on the cover page is incorporated by reference to this Item 5.
The Reporting Person is the beneficial owner of 43,164,171 shares of Class A Common Stock underlying shares of Class B Common Stock that are currently convertible on a one-to-one basis. The beneficial ownership percentage is based on 105,091,597 shares of Class A Common Stock outstanding as of the Closing Date.
In addition, by virtue of the agreements made pursuant to the Stockholders Agreement, the Stockholders acknowledge and agree that they are acting as a group for purposes of Rule 13d-3 under the Exchange Act. Shares beneficially owned by the other Stockholders are not the subject of this Amendment No. 5 and accordingly, none of the other Stockholders are included as reporting persons herein. | |
| (b) | The information contained on the cover page is incorporated by reference to this Item 5. | |
| (c) | Except as described herein, during the past 60 days, the Reporting Person has not effected any transactions in the Class A Common Stock. | |
| (d) | None. | |
| (e) | Not applicable. | |
| 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.
|
|
|