SEC FORM 3

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

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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

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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

76262

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

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).
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