GoodRx (GDRX) Form 4 GoodRx / Colin T. Moran ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abdiel Capital Management, LLC

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/31/2021		P		1,552	A	$36.97(2)	7,612,090	I	By Abdiel Qualified Master Fund, LP(1)
Class A Common Stock	08/31/2021		P		48	A	$36.97(2)	7,612,138	I	By Abdiel Capital, LP
Class A Common Stock	08/31/2021		P		641,702	A	$37.39(3)	8,253,840	I	By Abdiel Qualified Master Fund, LP
Class A Common Stock	08/31/2021		P		19,937	A	$37.39(3)	8,273,777	I	By Abdiel Capital, LP
Class A Common Stock	08/31/2021		P		6,001	A	$38	8,279,778	I	By Abdiel Qualified Master Fund, LP
Class A Common Stock	08/31/2021		P		187	A	$38	8,279,965	I	By Abdiel Capital, LP
Class A Common Stock	09/01/2021		P		35,535	A	$37.92(4)	8,315,500	I	By Abdiel Qualified Master Fund, LP(1)
Class A Common Stock	09/01/2021		P		334	A	$37.92(4)	8,315,834	I	By Abdiel Capital, LP(1)
Class A Common Stock	09/02/2021		P		100	A	$38	8,315,934	I	By Abdiel Qualified Master Fund, LP(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Abdiel Capital Management, LLC

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Abdiel Qualified Master Fund LP

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Abdiel Capital LP

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Abdiel Capital Advisors, LP

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Moran Colin T.

(Last) (First) (Middle)

C/O ABDIEL CAPITAL

90 PARK AVENUE, 29TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

Explanation of Responses:

1. The share numbers in Column 5 represent the aggregated holdings of Abdiel Qualified Master Fund, LP ("AQMF") and Abdiel Capital, LP ("ACLP"). Abdiel Capital Management, LLC is the general partner of AQMF and ACLP, and Abdiel Capital Advisors, LP serves as the investment manager of AQMF and ACLP. Colin T. Moran is the managing member of Abdiel Capital Management, LLC and Abdiel Capital Partners, LLC, which is the general partner of Abdiel Capital Advisors, LP. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by AQMF and ACLP. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $36.96 to $36.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.00 to $37.99. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $37.50 to $38.00. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Remarks:

	By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC	09/02/2021
	By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Qualified Master Fund, LP	09/02/2021
	By: /s/ Colin T. Moran as managing member of Abdiel Capital Management, LLC, general partner of Abdiel Capital, LP	09/02/2021
	By: /s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP	09/02/2021
	By: /s/ Colin T. Moran, individually	09/02/2021
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.