FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/01/2018 | A | 757,890(1) | A | $0 | 757,890 | D | |||
Class A Common Stock | 05/01/2018 | A | 1,748,281(2) | A | $0 | 1,748,281 | I | By Mark and Robyn Jones Descendants Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 171,633(3) | A | $0.01 | 171,633 | D | |||
Class B Common Stock | 05/01/2018 | A | 13,404,339(4) | A | $0.01 | 13,404,339 | I | By Mark and Robyn Jones Descendants Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | By Lanni Elaine Romney Family Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | By Lindy Jean Langston Family Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | By Camille LaVaun Peterson Family Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | By Desiree Robyn Coleman Family Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | Adrienne Morgan Jones Family Trust 2014 | ||
Class B Common Stock | 05/01/2018 | A | 297,734(4) | A | $0.01 | 297,734 | I | Mark Evan Jones, Jr. Family Trust 2014 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | 05/01/2018 | A | 171,633(5) | (6) | (6) | Class A Common Stock | 171,633 | $0 | 171,633 | D | ||||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 13,404,339(4) | (6) | (6) | Class A Common Stock | 13,404,339 | $0 | 13,404,339 | I | By Mark and Robyn Jones Descendants Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | By Lanni Elaine Romney Family Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | By Lindy Jean Langston Family Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | By Camille LaVaun Peterson Family Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | By Desiree Robyn Coleman Family Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | Adrienne Morgan Jones Family Trust 2014 | |||
LLC Units in Goosehead Financial, LLC | $0 | 05/01/2018 | A | 297,734(4) | (6) | (6) | Class A Common Stock | 297,734 | $0 | 297,734 | I | Mark Evan Jones, Jr. Family Trust 2014 |
Explanation of Responses: |
1. These securities were acquired by the reporting person in connection with the closing of the issuer's initial public offering, in exchange for notes of the issuer held by the reporting person. The reported securities do not include an equal number of shares of Class A common stock held directly by the reporting person's husband (a director and officer of the issuer) for which the reporting person disclaims beneficial ownership. |
2. These securities 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. |
3. These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the reporting person in Goosehead Financial, LLC ("Goosehead Financial"). These securities do not include an equal number of shares of Class B common stock held directly by the reporting person's husband (a director and officer of the issuer) for which the reporting person disclaims beneficial ownership. |
4. These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
5. These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the reporting person in Goosehead Financial. These securities do not include an equal number of LLC Units held directly by the reporting person's husband (a director and officer of the issuer) for which the reporting person disclaims beneficial ownership. |
6. 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. |
/s/ P. Ryan Langston, as Attorney-in-Fact for Robyn Mary Elizabeth Jones | 05/03/2018 | |
** 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 4 (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. |