SEC Form 4 · accession 0001726978-19-000011
Goosehead Insurance, Inc. · GSHD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Evan Jones
Officer — CEO · Director · 10% Owner · Other
Period of report
Jan 8, 2019
Accepted (ET)
Jan 10, 2019 · 5:29 pm EST
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 B Common StockF1 | Jan 8, 2019 | C | 157,895 | $0.00 | D | 14,785,743 | I | By Trust |
| Class A Common Stock | Jan 8, 2019 | C | 157,895 | $0.00 | A | 1,906,176 | I | By Mark and Robyn Jones Descendants Trust 2014 |
| Class A Common StockF2 | Jan 8, 2019 | S | 75,631 | $27.248 | D | 1,830,545 | I | By Mark and Robyn Jones Descendants Trust 2014 |
| Class A Common StockF3 | Jan 9, 2019 | S | 70,201 | $27.6294 | D | 1,760,344 | I | By Mark and Robyn Jones Descendants Trust 2014 |
| Class A Common StockF4 | Jan 10, 2019 | S | 12,063 | $27.1922 | D | 1,748,281 | I | By Mark and Robyn Jones Descendants Trust 2014 |
| Class B Common StockF5,F6 | holding | — | — | — | 182,349 | D | ||
| Class A Common StockF6 | holding | — | — | — | 749,317 | 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, LLCF1,F7 | $0.00 | Jan 8, 2019 | C | 157,895 | D | — | — | Class A Common Stock | 157,895 | 14,785,743 | I |
| LLC Units in Goosehead Financial, LLCF5,F6,F7 | $0.00 | holding | — | — | — | — | — | Class A Common Stock | 182,349 | 182,349 | D |
Explanation of responses
- F1Reflects shares of Class A Common Stock, shares of Class B Common Stock or LLC Units, as applicable, held in trust for which the reporting person serves as a trustee and of which immediate family members of the reporting person are beneficiaries.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.40, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.21 to $27.95, 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.57, 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.
- F5Includes 10,716 shares of Class B Common Stock or LLC Units, as applicable, as a pro rata distribution from Texas Wasatch Insurance Partners, LP.
- F6This does not reflect shares directly held by the reporting person's spouse, who is independently a reporting person of the issuer.
- F7Each 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
The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Mark and Robyn Jones Descendants Trust 2014.