UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOODRX HOLDINGS INC
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
38246G108
(CUSIP Number)
December 29, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] 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 Instructions).
CUSIP No.: 38246G108
       
1
NAME OF REPORTING PERSON
The Bank of Nova Scotia
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [   ]
(b) [   ]
3 SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
SOLE VOTING POWER
691,402
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
691,402
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,402
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.75%
12
TYPE OF REPORTING PERSON
FI
In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "BNS Reporting Units") of the Bank of Nova Scotia and its subsidiaries and affiliates (collectively, "BNS"). This filing does not reflect securities, if any, beneficially owned by any operating units of BNS whose ownership of securities is disaggregated from that of the BNS Reporting Units in accordance with the Release.
CUSIP No.: 38246G108
ITEM 1(a). NAME OF ISSUER:
GOODRX HOLDINGS INC
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2701 Olympic Boulevard
Santa Monica, California
ITEM 2(a). NAME OF PERSON FILING:
The Bank of Nova Scotia
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
40 Temperance Street, Toronto, Ontario, M5H 0B4
ITEM 2(c). CITIZENSHIP:
Canada
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
ITEM 2(e). CUSIP NUMBER:
38246G108
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
(a)
[ ]		 Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
(b)
[ ]		 Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
[ ]		 Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
[ ]		 Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e)
[ ]		 An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
[ ]		 An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[ ]		 A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]		 A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]		 A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[X]		 A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
(k)
[ ]		 Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
g
ITEM 4. OWNERSHIP
(a) Amount beneficially owned:
691,402
(b) Percent of class:
0.75%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
The Bank of Nova Scotia
: 691,402
(ii) shared power to vote or to direct the vote:
The Bank of Nova Scotia
: 0
(iii) sole power to dispose or direct the disposition of:
The Bank of Nova Scotia
: 691,402
(iv) shared power to dispose or to direct the disposition of:
The Bank of Nova Scotia
: 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 [X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
N/A
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
N/A
ITEM 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to insert particular category of institutional investor is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
CUSIP No.: 38246G108
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.
October 10 2024
The Bank of Nova Scotia
By:
/s/ George Jones
Name:
George Jones
Title:
Senior Vice President, Compliance GBM and Treasury
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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