SEC Form 3 · accession 0000950103-18-006076
Goosehead Insurance, Inc. · GSHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark & Robyn Jones Descendants Trust 2014
10% Owner · Other
Lanni Romney
10% Owner · Other
Lindy Langston
10% Owner · Other
Serena Jones
10% Owner · Other
Desiree Robyn Coleman Family Trust 2014
10% Owner · Other
Adrienne Morgan Jones Family Trust 2014
10% Owner · Other
Lanni Elaine Romney Family Trust 2014
10% Owner · Other
Mark Evan Jones, Jr. Family Trust 2014
10% Owner · Other
Lindy Jean Langston Family Trust 2014
10% Owner · Other
Camille Lavaun Peterson Family Trust 2014
10% Owner · Other
Period of report
May 1, 2018
Accepted (ET)
May 10, 2018 · 7:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001726978
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | holding | — | — | — | 1,748,281 | D | ||
| Class B Common StockF2 | holding | — | — | — | 13,404,339 | D | ||
| Class B Common StockF3 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF4 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF5 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF6 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF7 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF8 | holding | — | — | — | 297,734 | D | ||
| Class B Common StockF9 | holding | — | — | — | 1,116,974 | D | ||
| Class B Common StockF10 | holding | — | — | — | 498,557 | D | ||
| Class B Common StockF11 | holding | — | — | — | 498,557 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LLC Units in Goosehead Financial, LLCF12,F2 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 13,404,339 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F3 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F4 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F5 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F6 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F7 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F8 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 297,734 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F9 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 1,116,974 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F10 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 498,557 | — | D |
| LLC Units in Goosehead Financial, LLCF12,F11 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 498,557 | — | D |
Explanation of responses
- F1These 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.
- F10These 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.
- F11These 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.
- F12Each 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.
- F2These 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").
- F3These 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.
- F4These 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.
- F5These 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.
- F6These 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.
- F7These 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.
- F8These 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.
- F9These 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.
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.