Spectrum Equity VII, L.P. 4
4 · GoodRx Holdings, Inc. · Filed Mar 18, 2025
Insider Transaction Report
Form 4
Spectrum Equity VII, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
[F1][F2]2025-03-16+2,991,991→ 2,991,991 total(indirect: By Spectrum Equity VII, L.P.) - Conversion
Class A Common Stock
[F1][F2]2025-03-16+5,122→ 5,122 total(indirect: By Spectrum VII Investment Managers' Fund, L.P.) - Conversion
Class A Common Stock
[F1][F2]2025-03-16+2,887→ 2,887 total(indirect: By Spectrum VII Co-Investment Fund L.P.) - Disposition to Issuer
Class A Common Stock
[F3][F2]2025-03-16$4.20/sh−2,991,991$12,566,362→ 0 total(indirect: By Spectrum Equity VII, L.P.) - Disposition to Issuer
Class A Common Stock
[F3][F2]2025-03-16$4.20/sh−5,122$21,512→ 0 total(indirect: By Spectrum VII Investment Managers' Fund, L.P.) - Disposition to Issuer
Class A Common Stock
[F3][F2]2025-03-16$4.20/sh−2,887$12,125→ 0 total(indirect: By Spectrum VII Co-Investment Fund L.P.) - Conversion
Class B Common Stock
[F1][F2]2025-03-16−2,991,991→ 22,843,992 total(indirect: By Spectrum Equity VII, L.P.)→ Class A Common Stock (2,991,991 underlying) - Conversion
Class B Common Stock
[F1][F2]2025-03-16−5,122→ 39,101 total(indirect: By Spectrum VII Investment Managers' Fund, L.P.)→ Class A Common Stock (5,122 underlying) - Conversion
Class B Common Stock
[F1][F2]2025-03-16−2,887→ 22,040 total(indirect: By Spectrum VII Co-Investment Fund L.P.)→ Class A Common Stock (2,887 underlying)
Footnotes (3)
- [F1]Pursuant to the Stock Purchase Agreement dated March 16, 2025, the Issuer has agreed to purchase an aggregate of 3,000,000 shares of Class A Common Stock ("Class A Shares") from Spectrum Equity VII, L.P. ("SE VII"), Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), and Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund," and together with the foregoing entities, the "Selling Stockholders") for an aggregate price of $12,600,000 (the "Repurchase"). In connection with the Repurchase, the Selling Stockholders are converting an aggregate of 3,000,000 shares of Class B Common Stock ("Class B Shares") into Class A Shares on a one-for-one basis.
- [F2]The general partner of Spectrum Equity VII, L.P. ("SE VII") is Spectrum Equity Associates VII, L.P. ("Spectrum Equity Associates"). The general partner of each of Spectrum VII Investment Managers' Fund, L.P. ("Spectrum VII Investment Managers' Fund"), Spectrum VII Co-Investment Fund L.P. ("Spectrum VII Co-Investment Fund"), and Spectrum Equity Associates is SEA VII Management, LLC ("Management LLC"). Brion B. Applegate, Christopher T. Mitchell, Victor E. Parker, Jr., Benjamin C. Spero, Ronan Cunningham, Stephen M. LeSieur, Brian Regan and Michael W. Farrell may be deemed to share voting and dispositive power over the securities held by SE VII, Spectrum VII Investment Managers' Fund and Spectrum VII Co-Investment Fund. Each of these individuals disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest, if any.
- [F3]The reported amounts give effect to the closing of the Repurchase, which is expected to occur on March 21, 2025.