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) 12/21/2021 |
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 B Common Stock | 78,530 | D(1) |
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 | (2) | (2) | Class A Common Stock | 78,530 | 0.0 | D |
Explanation of Responses: |
1. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
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 SLJ Dynast Trust, Jones 2020 Irrevocable Trust, Ryan Langston 2021 Family Trust, Nathan Scott Romney, Nathan Romney 2021 Family Trust, Lindy Langston Spousal Lifetime Access Trust and Lanni Romney Spousal Lifetime Access Trust. |
/s/ Mark E. Jones as Attorney-in-Fact for Chick & The Bear Irrevocable Trust | 03/18/2022 | |
** 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. |