SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Wagner Scott

(Last) (First) (Middle)
C/O GOODRX HOLDINGS, INC.
2701 OLYMPIC BOULEVARD

(Street)
SANTA MONICA CA 90404

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2023
3. Issuer Name and Ticker or Trading Symbol
GoodRx Holdings, Inc. [ GDRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim Chief Executive Office
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit 24 - Power of Attorney.
No securities are beneficially owned.
/s/ Gracye Cheng, Attorney-in-Fact for Scott Wagner 05/05/2023
** 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 5 (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.
                               POWER OF ATTORNEY

       With respect to holdings of and transactions in securities issued by
GoodRx Holdings, Inc. (the "Company"), the undersigned hereby constitutes and
appoints the individual or individuals named on Schedule A attached hereto and
as may be amended from time to time, or any of them signing singly, with full
power of substitution and resubstitution, to act as the undersigned's true and
lawful attorney-in-fact to:

      1.     prepare, execute in the undersigned's name and on the
             undersigned's behalf, and submit to the United States Securities
             and Exchange Commission (the "SEC") a Form ID, including
             amendments thereto, and any other documents necessary or
             appropriate to obtain and/or regenerate codes and passwords
             enabling the undersigned to make electronic filings with the SEC
             of reports required by Section 16(a) of the Securities Exchange
             Act of 1934, as amended, or any rule or regulation of the SEC;

      2.     execute for and on behalf of the undersigned, Forms 3, 4, and 5
             in accordance with Section 16 of the Securities Exchange Act of
             1934, as amended, and the rules thereunder;

      3.     do and perform any and all acts for and on behalf of the
             undersigned which may be necessary or desirable to complete and
             execute any such Form 3, 4, or 5, complete and execute any
             amendment or amendments thereto, and timely file such form with the
             SEC and any stock exchange or similar authority; and

     4.      take any other action of any type whatsoever in connection with the
             foregoing which, in the opinion of such attorney-in-fact, may be of
             benefit to, in the best interest of, or legally required by,the
             undersigned, it being understood that the documents executed by
             such attorney-in-fact onbehalf of the undersigned pursuant to this
             Power of Attorney shall be in such form and shall contain such
             terms and conditions as such attorney-in-fact may approve in such
             attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present,with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue ofthis Power of Attorney and the
rights and powers herein granted.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of May, 2023.


                            By:      /s/ Scott Wagner
                                    -----------------
                            Name:    Scott Wagner



                                   Schedule A

     Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution


        1.  Karsten Voermann
        2.  Gracye Cheng