| 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)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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. | ||