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Sec Form 4 Filing - Mark & Robyn Jones Descendants Trust 2014 @ Goosehead Insurance Inc. - 2021-05-20

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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FORM 4
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 *
Mark & Robyn Jones Descendants Trust 2014
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)
1500 SOLANA BOULEVARD, BUILDING 4, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2021
(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 05/20/2021 C 27,965 D $ 0 10,539,900 D ( 1 )
Class A Common Stock 05/20/2021 C 27,965 A $ 0 27,965 D ( 1 )
Class A Common Stock 05/20/2021 S 15,119 D $ 81.81 ( 2 ) 12,846 D ( 1 )
Class A Common Stock 05/20/2021 S 8,790 D $ 82.41 ( 3 ) 4,056 D ( 1 )
Class A Common Stock 05/20/2021 S 3,656 D $ 83.47 ( 4 ) 400 D ( 1 )
Class A Common Stock 05/20/2021 S 400 D $ 84.18 ( 5 ) 0 D ( 1 )
Class B Common Stock 05/21/2021 C 34,163 D $ 0 10,505,737 D ( 1 )
Class A Common Stock 05/21/2021 C 34,163 A $ 0 34,163 D ( 1 )
Class A Common Stock 05/21/2021 S 9,254 D $ 80.68 ( 6 ) 24,909 D ( 1 )
Class A Common Stock 05/21/2021 S 23,775 D $ 81.8 ( 7 ) 1,134 D ( 1 )
Class A Common Stock 05/21/2021 S 934 D $ 82.69 ( 8 ) 200 D ( 1 )
Class A Common Stock 05/21/2021 S 200 D $ 83.32 ( 9 ) 0 D ( 1 )
Class B Common Stock 05/24/2021 C 18,081 D $ 0 10,487,656 D ( 1 )
Class A Common Stock 05/24/2021 C 18,081 A $ 0 18,081 D ( 1 )
Class A Common Stock 05/24/2021 S 9,151 D $ 83.32 ( 10 ) 8,930 D ( 1 )
Class A Common Stock 05/24/2021 S 8,930 D $ 83.99 ( 11 ) 0 D ( 1 )
Class A Common Stock 286,201 D ( 12 )
Class B Common Stock 182,349 D ( 12 )
Class A Common Stock 333,790 D ( 13 )
Class B Common Stock 132,349 D ( 13 )
Class B Common Stock 1,860,355 I By Trust ( 14 )
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 05/20/2021 C 27,965 ( 15 ) ( 15 ) Class A Common Stock 27,965 $ 0 10,539,900 D ( 1 )
LLC Units in Goosehead Financial, LLC $ 0 05/21/2021 C 34,163 ( 15 ) ( 15 ) Class A Common Stock 34,163 $ 0 10,505,737 D ( 1 )
LLC Units in Goosehead Financial, LLC $ 0 05/24/2021 C 18,081 ( 15 ) ( 15 ) Class A Common Stock 18,081 $ 0 10,487,656 D ( 1 )
LLC Units in Goosehead Financial, LLC $ 0 ( 15 ) ( 15 ) Class A Common Stock 182,349 182,349 D ( 12 )
LLC Units in Goosehead Financial, LLC $ 0 ( 15 ) ( 15 ) Class A Common Stock 132,349 132,349 D ( 13 )
LLC Units in Goosehead Financial, LLC $ 0 ( 15 ) ( 15 ) Class A Common Stock 1,860,355 1,860,355 I By Trust ( 14 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mark & Robyn Jones Descendants Trust 2014
1500 SOLANA BOULEVARD
BUILDING 4, SUITE 4500
WESTLAKE, TX76262
X Member of 10% owner group
Jones Mark Evan
1500 SOLANA BLVD
BUILDING 4, SUITE 4500
WESTLAKE, TX76262
X X CEO Member of 10% owner group
Jones Robyn Mary Elizabeth
1500 SOLANA BLVD
BUILDING 4, SUITE 4500
WESTLAKE, TX76262
X X Member of 10% owner group
Signatures
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014 05/24/2021
** Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark Evan Jones 05/24/2021
** Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for Robyn Mary Elizabeth Jones 05/24/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held (i) directly by the Mark & Robyn Jones Descendants Trust 2014 and (ii) indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of the Mark & Robyn Jones Descendants Trust 2014 and whose immediate family members are beneficiaries of the Mark & Robyn Jones Descendants Trust 2014.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.08 to $82.07, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.08 to $83.07, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.09 to $84.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.12 to $84.27, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.21 to $81.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.22 to $82.20, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.23 to $83.21, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.27 to $83.36, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.78 to $83.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.78 to $84.39, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
( 12 )Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held directly by Mark Evan Jones, and does not reflect Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held by his spouse, Robyn Mary Elizabeth Jones, who is independently a reporting person of the issuer.
( 13 )Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held directly by Robyn Mary Elizabeth Jones, and does not reflect Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held by her spouse, Mark Evan Jones, who is independently a reporting person of the issuer.
( 14 )Reflects shares of Class B Common Stock or LLC Units, as applicable, held indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of various trusts and whose immediate family members are beneficiaries of such trusts.
( 15 )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.

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.