SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2018 | 3. Issuer Name and Ticker or Trading Symbol Goosehead Insurance, Inc. [ GSHD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 1,748,281(1) | D | |
| Class B Common Stock | 13,404,339(2) | D | |
| Class B Common Stock | 297,734(3) | D | |
| Class B Common Stock | 297,734(4) | D | |
| Class B Common Stock | 297,734(5) | D | |
| Class B Common Stock | 297,734(6) | D | |
| Class B Common Stock | 297,734(7) | D | |
| Class B Common Stock | 297,734(8) | D | |
| Class B Common Stock | 1,116,974(9) | D | |
| Class B Common Stock | 498,557(10) | D | |
| Class B Common Stock | 498,557(11) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 13,404,339(2)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(3)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(4)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(5)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(6)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(7)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 297,734(8)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 1,116,974(9)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 498,557(10)(12) | 0 | D | |
| LLC Units in Goosehead Financial, LLC | (12) | (12) | Class A Common Stock | 498,557(11)(12) | 0 | D | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These securities were acquired by Mark & Robyn Jones Descendants Trust 2014 in connection with the closing of the issuer's initial public offering, in exchange for notes of the issuer held by the trust. These securities are owned solely by Mark & Robyn Jones Descendants Trust 2014, which is a member of a "group" pursuant to a voting agreement with (and with respect to the securities reported in footnotes 2 through 11 hereof and which securities are owned by) Mark Evan Jones, Robyn Jones, 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 and Mark E. Jones, Jr. for purposes of Section 13(d) of the Exchange Act. |
| 2. These securities are owned solely by Mark & Robyn Jones Descendants Trust 2014 and were acquired 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 Lanni Elaine Romney Family Trust 2014 and were acquired 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 Lindy Jean Langston Family Trust 2014 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 5. These securities are owned solely by Camille Lavaun Peterson Family Trust 2014 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 6. These securities are owned solely by Desiree Robyn Coleman Family Trust 2014 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 7. These securities are owned solely by Adrienne Morgan Jones Family Trust 2014 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 8. These securities are owned solely by Mark Evan Jones, Jr. Family Trust 2014 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by the trust in Goosehead Financial. |
| 9. These securities are owned solely by Serena Jones and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Serena Jones in Goosehead Financial. |
| 10. These securities are owned solely by Lanni Romney and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Lanni Romney in Goosehead Financial. |
| 11. These securities are owned solely by Lindy Langston and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Lindy Langston in Goosehead Financial. These securities do not include 37,137 shares of Class A common stock held directly by the reporting person's husband (an officer of the issuer) for which the reporting person disclaims beneficial ownership. |
| 12. 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: |
| Each reporting person on this Form 3 is a member of a 10% owner group. However, as the group contains more than ten insiders, see the Form 3 for Camille Peterson filed May 10, 2018 for the securities owned by additional members of the group. |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Mark & Robyn Jones Descendants Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Lanni Elaine Romney Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Lindy Jean Langston Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Camille Lavaun Peterson Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Desiree Robyn Coleman Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Adrienne Morgan Jones Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Mark Evan Jones, Jr. Family Trust 2014 | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Serena Jones | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Lanni Romney | 05/10/2018 | |
| /s/ P. Ryan Langston, as Attorney-in-Fact for Lindy Langston | 05/10/2018 | |
| ** 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 5 (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. | ||