GoodRx Co-Founder Hirsch Files 13D/A Amendment

TL;DR

GoodRx co-founder Douglas Hirsch updated his ownership filing (13D/A) on June 7th. Watch for changes.

AI Summary

Douglas Hirsch, a co-founder of GoodRx Holdings, Inc., has filed an amendment (Amendment No. 2) to his Schedule 13D on June 7, 2024. This filing relates to his beneficial ownership of GoodRx's Class A Common Stock. The specific details of the changes in beneficial ownership or the reasons for the amendment are not fully detailed in the provided header information.

Why It Matters

This filing indicates a potential change in the ownership structure or reporting of a significant stakeholder in GoodRx Holdings, Inc., which could influence market perception and stock movement.

Risk Assessment

Risk Level: medium — Filings like Schedule 13D/A often signal significant shifts in major shareholder positions, which can introduce volatility.

Key Players & Entities

• Douglas Hirsch (person) — Filing party and co-founder of GoodRx Holdings, Inc.
• GoodRx Holdings, Inc. (company) — Subject company of the filing
• June 7, 2024 (date) — Date of the filing amendment

FAQ

Key Financial Figures

• $0.0001 — res of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"),

Filing Documents

• gdrx-douglashirschschedule.htm (SC 13D/A) — 120KB
• formofmodletter-dhirsch.htm (EX-5) — 251KB
• formoftradingplan_ch2024gr.htm (EX-7) — 397KB
• floatingimage_0.jpg (GRAPHIC) — 15KB
• image_0.jpg (GRAPHIC) — 6KB
• 0001809519-24-000121.txt ( ) — 799KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows Gift Transactions On June 7, 2024, the Reporting Person gifted 2,632,721 shares of Class A Common Stock to the Reporting Person's spouse. On June 10, 2024, the Reporting Person gifted 2,632,721 shares of Class A Common Stock to a grantor retained annuity trust (the "DH 2024 GRAT") of which the Reporting Person is the sole trustee and annuitant. Also on June 10, 2024, the Reporting Person's spouse gifted 2,632,721 shares of Class A Common Stock to a grantor retained annuity trust (the "CH 2024 GRAT"), of which the Reporting Person's spouse is the sole trustee and annuitant. As a result of the foregoing transactions, the Reporting Person no longer has voting or dispositive power over the Class A Common Stock held by the CH 2024 GRAT. The Reporting Person does not exercise voting or dispositive power over the Class A Common Stock held of record by the CH 2024 GRAT. The inclusion in this Amendment No. 2 of the Class A Common Stock held of record by the CH 2024 GRAT and disclosure related thereto is not an admission or acknowledgement that the Reporting Person beneficially owns such Class A Common Stock. The Reporting Person disclaims beneficial ownership of the Class A Common Stock held by the CH 2024 GRAT. Rule 10b5-1 Trading Plans On June 7, 2024, pursuant to the Board's prior approval in accordance with the terms of the Reporting Person's Second Amended and Restated Employment Agreement, the Reporting Person terminated the Trading Plan and entered into a modified Rule 10b5-1 Plan (the "DH 2024 GRAT Trading Plan"), pursuant to which the Reporting Person and the DH 2024 GRAT may make periodic sales of up to 2,632,721 shares of Class A Common Stock plus an undeterminable number of Class A Common Stock related to restricted stock units that have not yet vested. The amount and timing of sales, if any, pursuant to the DH 2024 GRAT Trading Plan may vary and CUSIP No. 38246G108

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows (a) – (b) Amount beneficially owned 5,265,442 Percent of Class 5.6% Number of shares the Reporting Person has o Sole power to vote or direct the vote 2,632,721 o Shared power to vote 2,632,721 o Sole power to dispose or direct the disposition of 2,632,721 o Shared power to dispose or direct the disposition of 2,632,721 The share amount reported herein consists of (i) 2,632,721 shares of Class A Common Stock held by the DH 2024 GRAT and (ii) 2,632,721 shares of Class A Common Stock held by the CH 2024 GRAT. The above percentage is based on 94,335,792 shares of Class A Common Stock outstanding as of April 30, 2024, as disclosed in the Quarterly Report of the Issuer on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024. CUSIP No. 38246G108 13DA Page 3 of 6 pages The Reporting Person does not exercise voting or dispositive power over the Class A Common Stock held of record by the CH 2024 GRAT. The inclusion in this Amendment No. 2 of the Class A Common Stock held of record by the CH 2024 GRAT and disclosure related thereto is not an admission or acknowledgement that the Reporting Person beneficially owns such Class A Common Stock. The Reporting Person disclaims beneficial ownership of the Class A Common Stock held by the CH 2024 GRAT. (c) On June 1, 2024, the Reporting Person acquired 126,552 shares of Class A Common Stock as a result of the vesting of RSUs, after the Issuer withheld 130,042 shares of Class A Common Stock underlying Class B Common Stock from the Reporting Person to satisfy tax withholding obligations. Except as described in this Amendment No. 2, in the last 60 days, the Reporting Person has not effected any transactions with respect to the Class A Common Stock. (d) None. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the Schedule 13D is hereby amended and supplemented as follows

Item 6 of the Schedule 13D is hereby amended and supplemented as follows

above summarizes certain provisions of the DH 2024 GRAT Trading Plan and the

Item 4 above summarizes certain provisions of the DH 2024 GRAT Trading Plan and the CH 2024 GRAT Trading Plan and is incorporated herein by reference. A copy of each of the DH 2024 GRAT Trading Plan and the CH 2024 GRAT Trading Plan is attached as an exhibit to this Schedule 13D, and incorporated herein by reference.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits.

of the Schedule 13D is hereby amended and supplemented as follows

Item 7 of the Schedule 13D is hereby amended and supplemented as follows Exhibit Number Description 5 DH 2024 GRAT Trading Plan. 7 CH 2024 GRAT Trading Plan. CUSIP No. 38246G108 13DA Page 4 of 6 pages

SIGNATURES

SIGNATURES 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 June 11, 2024 By s Douglas Hirsch Name Douglas Hirsch CUSIP No. 38246G108 13DA Page 5 of 6 pages

View Full Filing

View this SC 13D/A filing on SEC EDGAR