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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Colby Matthew (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/18/2020	3. Issuer Name and Ticker or Trading Symbol Goosehead Insurance, Inc. [ GSHD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 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) Form filed by One Reporting Person X 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	85,000(1)	D
Class B Common Stock	63,621(2)	D
Class A Common Stock	37,137(2)	D
Class B Common Stock	105,017(3)	D
Class B Common Stock	56,795(4)	D
Class B Common Stock	52,509(5)	D
Class B Common Stock	61,015(6)	D
Class A Common Stock	10,412(6)	D
Class B Common Stock	35,363(7)	D
Class B Common Stock	46,961(8)	D
Class A Common Stock	39(8)	D
Class B Common Stock	85,300(9)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	85,000(1)	0	D
Employee Stock Options (right to buy)	(11)	04/26/2028	Class A Common Stock	43,333(1)	10	D
Employee Stock Option (right to buy)	(12)	04/01/2030	Class A Common Stock	45,000(1)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	63,621(2)	0	D
Employee Stock Options (right to buy)	(11)	04/26/2028	Class A Common Stock	53,333(2)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	49,500(2)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	105,017(3)	0	D
Employee Stock Options (right to buy)	(11)	04/26/2028	Class A Common Stock	43,333(3)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	45,000(3)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	56,795(4)	0	D
Employee Stock Options (right to buy)	(13)	04/26/2028	Class A Common Stock	25,000(4)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	27,000(4)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	52,509(5)	0	D
Employee Stock Options (right to buy)	(11)	04/26/2028	Class A Common Stock	26,667(5)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	36,000(5)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	61,015(6)	0	D
Employee Stock Options (right to buy)	(11)	04/26/2028	Class A Common Stock	33,333(6)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	13,500(6)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	35,363(7)	0	D
Employee Stock Options (right to buy)	(13)	04/26/2028	Class A Common Stock	25,000(7)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	9,000(7)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	46,961(8)	0	D
Employee Stock Options (right to buy)	(14)	04/27/2028	Class A Common Stock	40,000(8)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	22,500(8)	40.88	D
LLC Units in Goosehead Financial, LLC	(10)	(10)	Class A Common Stock	85,300(9)	0	D
Employee Stock Options (right to buy)	(13)	04/27/2028	Class A Common Stock	65,000(9)	10	D
Employee Stock Options (right to buy)	(12)	04/01/2030	Class A Common Stock	27,000(9)	40.88	D

1. Name and Address of Reporting Person* Colby Matthew (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Moxley Michael Patrick (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bailey Megan (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Olsen Ted (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Pattillo Brian (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Burbank-Ach Amber (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Jordan Julia (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Burks Drew (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

1. Name and Address of Reporting Person* Delavan Gary (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 (Street) WESTLAKE TX 76262 (City) (State) (Zip)

Explanation of Responses:

1. These securities are owned solely by Matthew Colby. Mr. Colby is a member of a "group" pursuant to a voting agreement with Mark Evan Jones, Robyn Jones,The Mark and Robyn Jones Descendants Trust 2014, Lanni 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, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones, Mark E. Jones, Jr., Michael Patrick Moxley, Megan Bailey, Gary Delavan, Ted Olsen, Brian Pattillo, Amber Burbank-Ach, Julia Jordan, Drew Burks, Michael C. Colby, The Lyla Kate Colby 2014 Trust, The Preston Michael Colby 2014 Trust, The Colby 2014 Family Trust, P. Ryan Langston and Mark S. Colby for purposes of Section 13(d) of the Exchange Act.

2. These securities are owned solely by Michael Patrick Moxley.

3. These securities are owned solely by Megan Bailey.

4. These securities are owned solely by Ted Olsen

5. These securities are owned solely by Brian Pattillo.

6. These securities are owned solely by Amber Burbank-Ach.

7. These securities are owned solely by Julia Jordan.

8. These securities are owned solely by Drew Burks.

9. These securities are owned solely by Gary Delavan.

10. 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.

11. One half (1/2) of the shares subject to the option shall vest and become exercisable, subject to continued employment, on April 26, 2021 and April 26, 2022, respectively; provided, that all shares subject to the option will vest and become exercisable if the reporting person's employment is terminated without "cause" or for "good reason" (each as defined in either the reporting person's option award agreement or the issuer's omnibus incentive plan) within six month following a "change in control" (as defined in the issuer's omnibus incentive plan).

12. One third (1/3rd) of the shares subject to the option shall vest and become exercisable, subject to continued employment, on April 1, 2022, April 1, 2023 and April 1, 2024, respectively; provided, that all shares subject to the option will vest and become exercisable if the reporting person's employment is terminated without "cause" or for "good reason" (each as defined in either the reporting person's option award agreement or the issuer's omnibus incentive plan) within six month following a "change in control" (as defined in the issuer's omnibus incentive plan).

13. One third (1/3rd) of the shares subject to the option are fully vested. One third (1/3rd) of the shares subject to the option shall vest and become exercisable, subject to continued employment, on April 26, 2021 and April 26, 2022, respectively; provided, that all shares subject to the option will vest and become exercisable if the reporting person's employment is terminated without "cause" or for "good reason" (each as defined in either the reporting person's option award agreement or the issuer's omnibus incentive plan) within six month following a "change in control" (as defined in the issuer's omnibus incentive plan).

14. 6,667 of the shares subject to the option are fully vested. One half (1/2) of the remaining shares subject to the option shall vest and become exercisable, subject to continued employment, on April 26, 2021 and April 26, 2022, respectively; provided, that all shares subject to the option will vest and become exercisable if the reporting person's employment is terminated without "cause" or for "good reason" (each as defined in either the reporting person's option award agreement or the issuer's omnibus incentive plan) within six month following a "change in control" (as defined in the issuer's omnibus incentive plan).

	/s/ P. Ryan Langston, as Attorney-in-Fact for Matthew Colby	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Michael Patrick Moxley	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Megan Bailey	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Ted Olsen	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Brian Pattillo	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Amber Burbank-Ach	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Julia Jordan	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Drew Burks	09/18/2020
	/s/ P. Ryan Langston, as Attorney-in-Fact for Gary Delavan	09/18/2020
	** 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

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Matthew Colby
	By	/s/ Matthew Colby

 

 

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.2

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Michael Moxley
	By:	/s/ Michael Moxley

 

[Signature Page to Limited Power of Attorney]

  

 

 

Exhibit 24.3

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Megan Bailey
	By:	/s/ Megan Bailey

 

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.4

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Ted Olsen
	By:	/s/ Ted Olsen

 

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.5

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Brian Pattillo
	By:	/s/ Brian Pattillo

 

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.6

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Amber Burbank-Ach
	By:	/s/ Amber Burbank-Ach

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.7

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Julia Jordan
	By:	/s/ Julia Jordan

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.8

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Drew Burks
	By:	/s/ Drew Burks

[Signature Page to Limited Power of Attorney]

 

 

Exhibit 24.9

 

LIMITED POWER OF ATTORNEY

 

September 18, 2020

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Mark E. Jones and Ryan Langston, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

1.

Prepare, execute, acknowledge, deliver and file Schedules 13G, 13D, Forms 3, 4, and 5 (including any amendments thereto), including applications for Form ID, and any actions or documents necessary to facilitate the timely filing of beneficial ownership reports, with respect to the securities of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

 

2.

Seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

3.

Perform any and all other acts, which in the discretion of any of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

1.

This Limited Power of Attorney authorizes, but does not require, any of such attorneys- in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

 

2.

Any documents prepared and/or executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

 

3.

Neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 13 or 16 of the Exchange Act; and

 

4.

This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that any of such attorney- in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	Gary Delavan
	By:	/s/ Gary Delavan

[Signature Page to Limited Power of Attorney]