SEC FORM 4

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^*

Jones Robyn Mary Elizabeth

(Last)

(First)

(Middle)

C/O GOOSEHEAD INSURANCE, INC.

1500 SOLANA BLVD., BUILDING 4, STE 4500

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020

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 B Common Stock	02/13/2020		C		27,301	D	$0	14,047,792	I	By Trust⁽¹⁾
Class A Common Stock	02/13/2020		C		27,301	A	$0	27,301	I	By Mark and Robyn Jones Descendants Trust 2014
Class A Common Stock	02/13/2020		S		2,600	D	$54.11⁽²⁾	24,701	I	By Mark and Robyn Jones Descendants Trust 2014
Class A Common Stock	02/13/2020		S		1,201	D	$54.94⁽³⁾	23,500	I	By Mark and Robyn Jones Descendants Trust 2014
Class A Common Stock	02/13/2020		S		21,900	D	$56⁽⁴⁾	1,600	I	By Mark and Robyn Jones Descendants Trust 2014
Class A Common Stock	02/13/2020		S		1,600	D	$56.61⁽⁵⁾	0	I	By Mark and Robyn Jones Descendants Trust 2014
Class A Common Stock⁽⁶⁾								742,390	D
Class B Common Stock⁽⁶⁾								182,349	D

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)
LLC Units in Goosehead Financial, LLC	$0.0	02/13/2020		C			27,301	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	27,301	$0	14,047,792	I	By Trust⁽¹⁾
LLC Units in Goosehead Financial, LLC⁽⁶⁾	$0.0							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	182,349		182,349	D

Explanation of Responses:

1. Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held in trust for which the reporting person serves as a trustee and of which immediate family members of the reporting person are beneficiaries.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.43 to $54.33, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.51 to $55.40, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.44 to $56.40, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.45 to $56.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

6. This does not reflect shares directly held by the reporting person's spouse, who is independently a reporting person of the issuer.

7. Each LLC Unit, together with a share of Class B common stock, may be converted by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Mark and Robyn Jones Descendants Trust 2014. Following the reported transaction above, Mark and Robyn Jones, together with their trusts, continue to own beneficially 1,462,691 shares of Class A Common Stock and 14,412,490 shares of Class B Common Stock, for a total of 15,875,181 shares of Goosehead Insurance, Inc.

	/s/ P. Ryan Langston, as Attorney-in-Fact for Robyn Mary Elizabeth Jones	02/14/2020
	** 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).
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