Statement of Changes in Beneficial Ownership (4)
August 06 2021 - 6:36PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Jones Mark Evan |
2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc.
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GSHD
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) CEO
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Member of 10% owner group |
(Last)
(First)
(Middle)
C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD., BUILDING 4, STE 4500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/5/2021 |
(Street)
WESTLAKE, TX 76262
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock (1) | 8/5/2021 | | M | | 7439 | A | $10 | 293720 | D | |
Class A Common Stock (1) | 8/5/2021 | 8/5/2021 | S | | 7439 | D | $120.68 (2) | 286281 | D | |
Class B Common Stock (1) | 8/6/2021 | 8/6/2021 | M | | 16425 | A | $10 | 302706 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 1698 | D | $120.27 (3) | 301008 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 1029 | D | $121.62 (4) | 299979 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 2735 | D | $122.55 (5) | 297244 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 2045 | D | $123.41 (6) | 295199 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 7618 | D | $124.84 (7) | 287581 | D | |
Class A Common Stock (1) | 8/6/2021 | | S | | 1300 | D | $125.37 (8) | 286281 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Options (right to buy) | $10.0 | 8/5/2021 | | M | | | 7439 | (9) | 4/26/2028 | Class A Stock | 7439.0 | $0 | 312561 | D | |
Employee Stock Options (right to buy) | $10.0 | 8/6/2021 | | M | | | 16425 | (9) | 4/26/2028 | Class A Stock | 16425.0 | $0 | 296136 | D | |
Explanation of Responses: |
(1) | This does not reflect shares directly held by the reporting person's spouse, who is independently a reporting person of the issuer. |
(2) | 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. |
(3) | 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. |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | 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). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jones Mark Evan C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD., BUILDING 4, STE 4500 WESTLAKE, TX 76262 | X | X | CEO | Member of 10% owner group |
Signatures
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/s/ P. Ryan Langston, as Attorney-in-Fact for Mark Evan Jones | | 8/6/2021 |
**Signature of Reporting Person | Date |
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