Sec Form 4 Filing - Langston Patrick Ryan @ Goosehead Insurance, Inc. - 2019-02-15

Insider filing report for Changes in Beneficial Ownership
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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
Langston Patrick Ryan
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
X __ Officer (give title below) _____ Other (specify below)
VP and General Counsel
(Last) (First) (Middle)
1500 SOLANA BLVD, BUILDING 4, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2019
(Street)
WESTLAKE, TX76262
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 ( 1 ) 02/15/2019 C 15,000 D $ 0 77,160 ( 2 ) D
Class A Common Stock 02/15/2019 C 15,000 A $ 0 52,137 D
Class A Common Stock 02/15/2019 S 15,000 D $ 32.1529 ( 3 ) 37,137 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 02/15/2019 C 15,000 ( 4 ) ( 4 ) Class A Common Stock 15,000 $ 0 77,160 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Langston Patrick Ryan
1500 SOLANA BLVD
BUILDING 4, SUITE 4500
WESTLAKE, TX76262
VP and General Counsel
Signatures
/s/ P. Ryan Langston 02/15/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 107,160 shares of Class B Common Stock or LLC Units, as applicable, as a pro rata distribution from Texas Wasatch Insurance Partners, LP.
( 2 )These securities do not include and the reporting person disclaims beneficial ownership of (i) 498,557 shares of Class B Common Stock held directly by the reporting person's wife (a member of a 10% owner group of the issuer) and (ii) 297,734 shares of Class B Common Stock held by the Lindy Jean Langston Family Trust 2014, of which the reporting person's wife is the beneficiary.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $33.00, 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.
( 4 )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.

Remarks:
The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

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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