| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/12/2020 |
3. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 A Common Stock | 143,402(1) | D(6) | |
| Class B Common Stock | 771,732(2) | D(6) | |
| Class B Common Stock | 43,217(3) | D(6) | |
| Class B Common Stock | 43,217(4) | D(6) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| LLC Units in Goosehead Financial, LLC | (5) | (5) | Class A Common Stock | 771,732(2)(5) | 0.00 | D(6) | |
| LLC Units in Goosehead Financial, LLC | (5) | (5) | Class A Common Stock | 43,217(3)(5) | 0.00 | D(6) | |
| LLC Units in Goosehead Financial, LLC | (5) | (5) | Class A Common Stock | 43,217(4)(5) | 0.00 | D(6) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities are owned solely by The Colby 2014 Family Trust and were acquired by the trust in connection with the closing of the Issuer's initial public offering, in exchange for notes of the Issuer held by the trust. |
| 2. These securities are owned solely by The Colby 2014 Family Trust and were acquired by the trust through the conversion immediately prior to the Issuer's initial public offering of historical interests held by the trust in Goosehead Financial, LLC ("Goosehead Financial"). |
| 3. These securities are owned solely by The Preston Michael Colby 2014 Trust and were acquired by the trust through the conversion immediately prior to the Issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 4. These securities are owned solely by The Lyla Kate Colby 2014 Trust and were acquired by the trust through the conversion immediately prior to the Issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 5. Each LLC Unit of Goosehead Financial (each, an "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. |
| 6. Each reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| Remarks: |
| By virtue of being party to a Voting Agreement, dated as of May 1, 2018, as amended and restated on August 6, 2019 and June 12, 2020 (the "Voting Agreement"), each 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. In addition to the reporting persons on this Form 3, the parties to the Voting Agreement are Mark Evan Jones, Robyn Jones, The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille Lavaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones, Mark E. Jones, Jr., P. Ryan Langston, Michael C. Colby and Mark Colby. |
| /s/ P. Ryan Langston, as Attorney-in-Fact for The Colby 2014 Family Trust | 06/22/2020 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for The Preston Michael Colby 2014 Trust | 06/22/2020 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for The Lyla Kate Colby 2014 Trust | 06/22/2020 | |
| ** 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 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. | ||
EXHIBIT 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitute and appoint each of Michael C. Colby, Mark S. Colby, Mark E. Jones and P. Ryan Langston as the true and lawful attorneys-in-fact of The Colby 2014 Family Trust to:
(1) execute for and on behalf of the Trust, in the undersigned’s capacities as trustees of a trust that is a holder of ten percent or more of the stock of Goosehead Insurance, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the Trust 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 United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.
The undersigned hereby grant to each such attorney-in-fact full power and authority to act separately and 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 or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledge 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 Trust’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the Trust is no longer required to file Forms 3, 4 and 5 with respect to the Trust’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 16th day of June, 2020.
| Signature: | /s/ Michael C. Colby |
| Name: | Michael C. Colby in his capacity as trustee of The Colby 2014 Family Trust |
EXHIBIT 24.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitute and appoint each of Michael C. Colby, Mark S. Colby, Mark E. Jones and P. Ryan Langston as the true and lawful attorneys-in-fact of The Preston Michael Colby 2014 Trust to:
(1) execute for and on behalf of the Trust, in the undersigned’s capacities as trustees of a trust that is a holder of ten percent or more of the stock of Goosehead Insurance, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the Trust 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 United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.
The undersigned hereby grant to each such attorney-in-fact full power and authority to act separately and 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 or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledge 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 Trust’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the Trust is no longer required to file Forms 3, 4 and 5 with respect to the Trust’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 16th day of June, 2020.
| Signature: | /s/ Michael C. Colby |
| Name: | Michael C. Colby in his capacity as trustee of The Preston Michael Colby 2014 Trust |
EXHIBIT 24.3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitute and appoint each of Michael C. Colby, Mark S. Colby, Mark E. Jones and P. Ryan Langston as the true and lawful attorneys-in-fact of The Lyla Kate Colby 2014 Trust to:
(1) execute for and on behalf of the Trust, in the undersigned’s capacities as trustees of a trust that is a holder of ten percent or more of the stock of Goosehead Insurance, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);
(2) do and perform any and all acts for and on behalf of the Trust 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 United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.
The undersigned hereby grant to each such attorney-in-fact full power and authority to act separately and 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 or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledge 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 Trust’s responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the Trust is no longer required to file Forms 3, 4 and 5 with respect to the Trust’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 16th day of June, 2020.
| Signature: | /s/ Michael C. Colby |
| Name: | Michael C. Colby in his capacity as trustee of The Lyla Kate Colby 2014 Trust |