Douglas Joseph Hirsch Form 4 GoodRx / Douglas Joseph Hirsch 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

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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^*

Hirsch Douglas Joseph

(Last)

(First)

(Middle)

C/O GOODRX HOLDINGS, INC.

2701 OLYMPIC BOULEVARD

(Street)

SANTA MONICA

90404

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/01/2025		A		6,392⁽¹⁾	A	$0	154,338	D
Class A Common Stock								2,632,721	I	By CH 2024-2 GRAT⁽²⁾
Class A Common Stock								2,632,721	I	By DH 2024-2 GRAT⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects deferred stock units. Each deferred stock unit represents a contingent right to receive one share of Class A common stock. The deferred stock units will vest in substantially equal monthly installments beginning on January 31, 2025 and ending on December 31, 2025, subject to continued service through the applicable vesting date. The deferred stock units will settle on the earliest to occur of the following events (i) December 31, 2028; (ii) Separation from Service; (iii) a Change in Control; (iv) death; or (v) Disability (each, as defined under the GoodRx Holdings, Inc. Deferred Compensation Plan for Directors).

2. Share held directly by CH 2024-2 GRAT, a grantor retained annuity trust (the "CH 2024-2 GRAT"). Chona Hirsch, the Reporting Person's spouse, serves as the sole trustee and sole annuitant of the CH 2024-2 GRAT. The Reporting Person has no pecuniary interest in or voting or investment control over the shares of Class A Common Stock held by the CH 2024-2 GRAT and disclaims beneficial ownership of such shares. This filing is not an admission or acknowledgment that the Reporting Person is the beneficial owner of such shares.

3. Share held directly by DH 2024 -2 GRAT, a grantor retained annuity trust (the "DH 2024-2 GRAT"). The Reporting Person serves as the sole trustee and sole annuitant of the DH 2024-2 GRAT.

Remarks:

	/s/ Gracye Cheng, Attorney-in-Fact for Douglas Joseph Hirsch	01/03/2025
	** 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.

Douglas Joseph Hirsch Form 4GoodRx / Douglas Joseph Hirsch ownership change