Sec Form 3 Filing - Colby Matthew @ Goosehead Insurance, Inc. - 2020-09-18

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 Matthew 2. Issuer Name and Ticker or Trading Symbol Goosehead Insurance, Inc. [ GSHD] 5. 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 (Last) (First) (Middle) C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2020 (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 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 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 ( 10 ) ( 10 ) Class A Common Stock 85,000 ( 1 ) D Employee Stock Options (right to buy) $ 10 ( 11 ) 04/26/2028 Class A Common Stock 43,333 ( 1 ) D Employee Stock Option (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 45,000 ( 1 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 63,621 ( 2 ) D Employee Stock Options (right to buy) $ 10 ( 11 ) 04/26/2028 Class A Common Stock 53,333 ( 2 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 49,500 ( 2 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 105,017 ( 3 ) D Employee Stock Options (right to buy) $ 10 ( 11 ) 04/26/2028 Class A Common Stock 43,333 ( 3 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 45,000 ( 3 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 56,795 ( 4 ) D Employee Stock Options (right to buy) $ 10 ( 13 ) 04/26/2028 Class A Common Stock 25,000 ( 4 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 27,000 ( 4 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 52,509 ( 5 ) D Employee Stock Options (right to buy) $ 10 ( 11 ) 04/26/2028 Class A Common Stock 26,667 ( 5 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 36,000 ( 5 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 61,015 ( 6 ) D Employee Stock Options (right to buy) $ 10 ( 11 ) 04/26/2028 Class A Common Stock 33,333 ( 6 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 13,500 ( 6 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 35,363 ( 7 ) D Employee Stock Options (right to buy) $ 10 ( 13 ) 04/26/2028 Class A Common Stock 25,000 ( 7 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 9,000 ( 7 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 46,961 ( 8 ) D Employee Stock Options (right to buy) $ 10 ( 14 ) 04/27/2028 Class A Common Stock 40,000 ( 8 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 22,500 ( 8 ) D LLC Units in Goosehead Financial, LLC $ 0 ( 10 ) ( 10 ) Class A Common Stock 85,300 ( 9 ) D Employee Stock Options (right to buy) $ 10 ( 13 ) 04/27/2028 Class A Common Stock 65,000 ( 9 ) D Employee Stock Options (right to buy) $ 40.88 ( 12 ) 04/01/2030 Class A Common Stock 27,000 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colby Matthew C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Moxley Michael Patrick C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Bailey Megan C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Olsen Ted C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Pattillo Brian C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Burbank-Ach Amber C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Jordan Julia C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Burks Drew C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SUITE 4500 WESTLAKE, TX76262 Member of 10% owner group Delavan Gary C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD, BUILDING 4, SU ITE 4500 WESTLAKE, TX76262 Member of 10% owner group Signatures /s/ P. Ryan Langston, as Attorney-in-Fact for Matthew Colby 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Michael Patrick Moxley 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Megan Bailey 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Ted Olsen 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Brian Pattillo 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Amber Burbank-Ach 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Julia Jordan 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Drew Burks 09/18/2020 Signature of Reporting Person Date /s/ P. Ryan Langston, as Attorney-in-Fact for Gary Delavan 09/18/2020 Signature of Reporting Person Date

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).

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).

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