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^*

SLJ 2023 Grantor Retained Annuity Trust

(Last)

(First)

(Middle)

1500 SOLANA BOULEVARD, SUITE 4500

(Street)

WESTLAKE

76262

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2023

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

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

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

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)
Class B Common Stock	161,094	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
LLC Units in Goosehead Financial, LLC	⁽²⁾	⁽²⁾	Class A Common Stock	161,094	$0	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in them.

2. 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:

By virtue of being party to a Voting Agreement, dated February 24, 2021 (the "Voting Agreement"), the reporting person on this Form 3 may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to the securities reported herein with the other parties who continue to be bound by the Voting Agreement, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of Class A Common Stock. Together with the reporting person on this Form 3, the parties to the Voting Agreement are Mark and Robyn Jones Descendants Trust 2014, Mark E. Jones, Robyn Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones, Mark Jones Jr., Lannie Elaine Romney Family Trust 2014, Lindy Jean Langston Family Trust 2014, Camille LaVaun Peterson Family Trust 2014, Desiree Robyn Coleman Family Trust 2014, Adrienne Morgan Jones Family Trust 2014, Mark Evan Jones Jr. Family Trust 2014, Serena Jones, P. Ryan Langston, SLJ Dynasty Trust, Jones 2020 Irrevocable Trust, Ryan Langston 2021 Family Trust, Nathan Scott Romney, Nathan Romney 2021 Family Trust, Lindy Langston Spousal Lifetime Access Trust, Lanni Romney Spousal Lifetime Access Trust, CP Descendants' Trust, and Chick & The Bear Irrevocable Trust.

	/s/ Mark E. Jones as Attorney-in-Fact for SLJ 2023 Grantor Retained Annuity Trust	06/28/2023
	** 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).
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