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Form 4 Goosehead Insurance, For: Nov 28 Filed by: Jones Robyn Mary Elizabeth

November 30, 2022 7:08 PM EST

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Mark & Robyn Jones Descendants Trust 2014

(Last) (First) (Middle)
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BLDG 4, STE 4500

(Street)
WESTLAKE TX 76262

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/28/2022   C   18,890 D $ 0 8,962,836 D (1)  
Class A Common Stock 11/28/2022   C   18,890 A $ 0 18,890 D (1)  
Class A Common Stock 11/28/2022   S   18,890 D $ 39.5125 (2) 0 D (1)  
Class B Common Stock 11/29/2022   C   6,420 D $ 0 8,956,416 D (1)  
Class A Common Stock 11/29/2022   C   6,420 A $ 0 6,420 D (1)  
Class A Common Stock 11/29/2022   S   6,420 D $ 39.1386 (3) 0 D (1)  
Class A Common Stock               196,501 D (4)  
Class B Common Stock               182,349 D (4)  
Class A Common Stock               331,290 D (5)  
Class B Common Stock               132,349 D (5)  
Class B Common Stock               1,860,355 I By Trust (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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 11/28/2022   C     18,890   (7)   (7) Class A Common Stock 18,890.00 $ 0 8,962,836 D (1)  
LLC Units in Goosehead Financial, LLC $ 0 11/29/2022   C     6,420   (7)   (7) Class A Common Stock 6,420.00 $ 0 8,956,416 D (1)  
LLC Units in Goosehead Financial, LLC $ 0               (7)   (7) Class A Common Stock 182,349.00   182,349 D (4)  
LLC Units in Goosehead Financial, LLC $ 0               (7)   (7) Class A Common Stock 132,349.00   132,349 D (5)  
LLC Units in Goosehead Financial, LLC $ 0               (7)   (7) Class A Common Stock 1,860,355.00   1,860,355 I By Trust (6)
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 $39.03 to $39.99, inclusive. The reporting person trust 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 $39.00 to $39.55, 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. 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.
5. 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.
6. 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.
7. 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.
/s/ P. Ryan Langston, as Attorney-in-Fact for Robyn Mary Elizabeth Jones 12/01/2022
** Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014 12/01/2022
** Signature of Reporting Person Date
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark Evan Jones 12/01/2022
** 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 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.


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