Sec Form 3 Filing - Colby 2014 Family Trust @ Goosehead Insurance, Inc. - 2020-06-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Colby 2014 Family Trust
2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group
(Last) (First) (Middle)
C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD., BLDG 4, STE 4500
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2020
(Street)
WESTLAKE, TX76262
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 5 ) ( 5 ) Class A Common Stock 771,732 ( 2 ) ( 5 ) D ( 6 )
LLC Units in Goosehead Financial, LLC $ 0 ( 5 ) ( 5 ) Class A Common Stock 43,217 ( 3 ) ( 5 ) D ( 6 )
LLC Units in Goosehead Financial, LLC $ 0 ( 5 ) ( 5 ) Class A Common Stock 43,217 ( 4 ) ( 5 ) D ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Colby 2014 Family Trust
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BLDG 4, STE 4500
WESTLAKE, TX76262
X Member of 10% owner group
Preston Michael Colby 2014 Trust
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BLDG 4, STE 4500
WESTLAKE, TX76262
X Member of 10% owner group
Lyla Kate Colby 2014 Trust
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BLDG 4, STE 4500
WESTLAKE, TX76262
X Member of 10% owner group
Signatures
/s/ P. Ryan Langston, as Attorney-in-Fact for The Colby 2014 Family Trust 06/22/2020
Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for The Preston Michael Colby 2014 Trust 06/22/2020
Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for The Lyla Kate Colby 2014 Trust 06/22/2020
Signature of Reporting Person Date
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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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