United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
GoodRx Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
38246G108
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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).
| CUISP No. 38246G108 | Schedule 13G | Page 1 of 4 |
| 1 |
Names of Reporting Persons
Andrew Slutsky | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
3,173,614 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
3,173,614 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,173,614 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
3.9% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUISP No. 38246G108 | Schedule 13G | Page 2 of 4 |
ITEM 1. (a) Name of Issuer:
GoodRx Holdings, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
2701 Olympic Boulevard, Santa Monica, CA 90404.
ITEM 2. (a) Name of Person Filing:
This statement is filed on behalf of Andrew Slutsky (the “Reporting Person”).
| (b) | Address or Principal Business Office: |
The business address of the Reporting Person is c/o GoodRx Holdings, Inc., 2701 Olympic Boulevard, Santa Monica, CA 90404.
| (c) | Citizenship: |
The Reporting Person is a citizen of the United States.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Class A Common Stock”).
| (e) | CUSIP Number: |
38246G108
ITEM 3.
Not applicable.
| ITEM 4. | Ownership. |
The ownership information below represents beneficial ownership of shares of Class A Common Stock as of the date hereof, based upon 80,698,017 shares of Class A Common Stock outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
| CUISP No. 38246G108 | Schedule 13G | Page 3 of 4 |
| (a) | Amount beneficially owned: |
The Reporting Person is the record holder of 94,537 shares of Class A Common Stock and 91,667 restricted stock units redeemable for Class A Common Stock that vest within 60 days of December 31, 2021 and may be deemed to beneficially own an additional 2,789,992 shares of Class A Common Stock held of record by The Slutsky Family Trust and 197,418 shares of Class A Common Stock held of record by The Arisa Slutsky Spousal Trust.
| (b) | Percent of class: 3.9% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,173,614 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 3,179,614 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
ITEM 8. Identification and Classification of Members of the Group.
Not applicable.
ITEM 9. Notice of Dissolution of Group.
Not applicable.
ITEM 10. Certification.
Not applicable.
| CUISP No. 38246G108 | Schedule 13G | Page 4 of 4 |
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.
Date: February 14, 2022
| Andrew Slutsky | ||
| /s/ Andrew Slutsky | ||