Goosehead Insurance, Inc. — Director's Dealing 2021

May 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Goosehead Insurance, Inc. (GSHD)
CIK: 0001726978
Period of Report: 2021-05-20

Reporting Person: Mark & Robyn Jones Descendants Trust 2014 (10% Owner, Member of 10% owner group)
Reporting Person: Jones Mark Evan (Director, CEO, 10% Owner, Member of 10% owner group)
Reporting Person: Jones Robyn Mary Elizabeth (Director, 10% Owner, Member of 10% owner group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-20	Class B Common Stock	C	27965	—	Disposed	10539900	Direct
2021-05-20	Class A Common Stock	C	27965	—	Acquired	27965	Direct
2021-05-20	Class A Common Stock	S	15119	$81.81	Disposed	12846	Direct
2021-05-20	Class A Common Stock	S	8790	$82.41	Disposed	4056	Direct
2021-05-20	Class A Common Stock	S	3656	$83.47	Disposed	400	Direct
2021-05-20	Class A Common Stock	S	400	$84.18	Disposed	0	Direct
2021-05-21	Class B Common Stock	C	34163	—	Disposed	10505737	Direct
2021-05-21	Class A Common Stock	C	34163	—	Acquired	34163	Direct
2021-05-21	Class A Common Stock	S	9254	$80.68	Disposed	24909	Direct
2021-05-21	Class A Common Stock	S	23775	$81.80	Disposed	1134	Direct
2021-05-21	Class A Common Stock	S	934	$82.69	Disposed	200	Direct
2021-05-21	Class A Common Stock	S	200	$83.32	Disposed	0	Direct
2021-05-24	Class B Common Stock	C	18081	—	Disposed	10487656	Direct
2021-05-24	Class A Common Stock	C	18081	—	Acquired	18081	Direct
2021-05-24	Class A Common Stock	S	9151	$83.32	Disposed	8930	Direct
2021-05-24	Class A Common Stock	S	8930	$83.99	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-20	LLC Units in Goosehead Financial, LLC	$0.0	C	27965	Disposed		Class A Common Stock (27965)	Direct
2021-05-21	LLC Units in Goosehead Financial, LLC	$0.0	C	34163	Disposed		Class A Common Stock (34163)	Direct
2021-05-24	LLC Units in Goosehead Financial, LLC	$0.0	C	18081	Disposed		Class A Common Stock (18081)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	286201	Direct
Class B Common Stock	182349	Direct
Class A Common Stock	333790	Direct
Class B Common Stock	132349	Direct
Class B Common Stock	1860355	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
LLC Units in Goosehead Financial, LLC	$0.0		Class A Common Stock (182349)	182349	Direct
LLC Units in Goosehead Financial, LLC	$0.0		Class A Common Stock (132349)	132349	Direct
LLC Units in Goosehead Financial, LLC	$0.0		Class A Common Stock (1860355)	1860355	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.