Goosehead Insurance, Inc. — Director's Dealing 2021

Aug 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Goosehead Insurance, Inc. (GSHD)
CIK: 0001726978
Period of Report: 2021-08-05

Reporting Person: Jones Mark Evan (Director, CEO, 10% Owner, Member of 10% owner group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-05	Class A Common Stock	M	7439	$10	Acquired	293720	Direct
2021-08-05	Class A Common Stock	S	7439	$120.68	Disposed	286281	Direct
2021-08-06	Class B Common Stock	M	16425	$10	Acquired	302706	Direct
2021-08-06	Class A Common Stock	S	1698	$120.27	Disposed	301008	Direct
2021-08-06	Class A Common Stock	S	1029	$121.62	Disposed	299979	Direct
2021-08-06	Class A Common Stock	S	2735	$122.55	Disposed	297244	Direct
2021-08-06	Class A Common Stock	S	2045	$123.41	Disposed	295199	Direct
2021-08-06	Class A Common Stock	S	7618	$124.84	Disposed	287581	Direct
2021-08-06	Class A Common Stock	S	1300	$125.37	Disposed	286281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-05	Employee Stock Options (right to buy)	$10.0	M	7439	Disposed	2028-04-26	Class A Stock (7439.0)	Direct
2021-08-06	Employee Stock Options (right to buy)	$10.0	M	16425	Disposed	2028-04-26	Class A Stock (16425.0)	Direct

Footnotes

F1: This does not reflect shares directly held by the reporting person's spouse, who is independently a reporting person of the issuer.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.99, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.95, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.03 to $122.02, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.03 to $123.02, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.05 to $123.89, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.17 to $125.15, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.29 to $125.49, 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.

F9: One third (1/3rd) of the shares subject to the option shall vest and become exercisable, subject to continued employment, on each of the second, third and fourth anniversaries of the grant date; provided, that all shares subject to the option will vest and become exercisable if Mr. Jones's employment is terminated without "cause" or for "good reason" (each as defined in either Mr. Jones'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).