Amended Statement of Changes in Beneficial Ownership (4/a)
07 July 2021 - 5:11AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Mark & Robyn Jones Descendants Trust 2014 |
2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc.
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GSHD
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5. 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 |
(Last)
(First)
(Middle)
C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD., BLDG 4, STE 4500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2021 |
(Street)
WESTLAKE, TX 76262
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
7/2/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common Stock | 7/1/2021 | | C | | 66827 | D | $0 | 10151100 | D (1) | |
Class A Common Stock | 7/1/2021 | | C | | 66827 | A | $0 | 66827 | D (1) | |
Class A Common Stock | 7/1/2021 | | S | | 700 | D | $124.48 (2) | 66127 | D (1) | |
Class A Common Stock | 7/1/2021 | | S | | 3002 | D | $126.10 (3) | 63125 | D (1) | |
Class A Common Stock | 7/1/2021 | | S | | 13948 | D | $127.09 (4) | 49177 | D (1) | |
Class A Common Stock | 7/1/2021 | | S | | 49177 | D | $127.71 (5) | 0 | D (1) | |
Class B Common Stock | | | | | | | | 182349 | D (6) | |
Class A Common Stock | | | | | | | | 286201 | D (6) | |
Class A Common Stock | | | | | | | | 333790 | D (7) | |
Class B Common Stock | | | | | | | | 132349 | D (7) | |
Class B Common Stock | | | | | | | | 1860355 | I | By Trust (8) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
LLC Units in Goosehead Financial, LLC | $0.0 | 7/1/2021 | | C | | | 66827 | (9) | (9) | Class A Common Stock | 66827.0 | $0 | 10151100 (10) | D (1) | |
LLC Units in Goosehead Financial, LLC | $0.0 | | | | | | | (9) | (9) | Class A Common Stock | 182349.0 | | 182349 | D (6) | |
LLC Units in Goosehead Financial, LLC | $0.0 | | | | | | | (9) | (9) | Class A Common Stock | 132349.0 | | 132349 | D (7) | |
LLC Units in Goosehead Financial, LLC | $0.0 | | | | | | | (9) | (9) | Class A Common Stock | 1860355.0 | | 1860355 | I | By Trust (8) |
Explanation of Responses: |
(1) | Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held (i) directly by the Mark & Robyn Jones Descendants Trust 2014 and (ii) indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of the Mark & Robyn Jones Descendants Trust 2014 and whose immediate family members are beneficiaries of the Mark & Robyn Jones Descendants Trust 2014. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.96 to $124.93, inclusive. The reporting person trust 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 $125.44 to $126.43, inclusive. The reporting person trust 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 $126.45 to $127.44, inclusive. The reporting person trust 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 $127.45 to $128.31, inclusive. The reporting person trust 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) | Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held directly by Mark Evan Jones, and does not reflect Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held by his spouse, Robyn Mary Elizabeth Jones, who is independently a reporting person of the issuer. |
(7) | Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held directly by Robyn Mary Elizabeth Jones, and does not reflect Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held by her spouse, Mark Evan Jones, who is independently a reporting person of the issuer. |
(8) | Reflects shares of Class B Common Stock or LLC Units, as applicable, held indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of various trusts and whose immediate family members are beneficiaries of such trusts. |
(9) | 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. |
(10) | Does not reflect shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held directly by the reporting person individuals, who are each independently a reporting person of the issuer. |
Remarks: The prior filing incorrectly listed the aggregate shares directly held and held indirectly By Trust in Table 1. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person, the Mark and Robyn Jones Descendants Trust 2014. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Mark & Robyn Jones Descendants Trust 2014 C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD., BLDG 4, STE 4500 WESTLAKE, TX 76262 |
| X |
| Member of 10% owner group |
Jones Mark Evan C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD., BUILDING 4, STE 4500 WESTLAKE, TX 76262 | X | X | CEO | Member of 10% owner group |
Jones Robyn Mary Elizabeth C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD., BUILDING 4, STE 4500 WESTLAKE, TX 76262 | X | X |
| Member of 10% owner group |
Signatures
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/s/ P. Ryan Langston, as Attorney-in-Fact for Robyn Mary Elizabeth Jones | | 7/6/2021 |
**Signature of Reporting Person | Date |
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014 | | 7/6/2021 |
**Signature of Reporting Person | Date |
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark Evan Jones | | 7/6/2021 |
**Signature of Reporting Person | Date |
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