FORM 4 [ ] 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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Colby Michael C.
2. Issuer Name and Ticker or Trading Symbol

Goosehead Insurance, Inc. [ GSHD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and COO
(Last)          (First)          (Middle)

C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD., BUILDING 4, STE 4500
3. Date of Earliest Transaction (MM/DD/YYYY)

8/23/2021
(Street)

WESTLAKE, TX 76262
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 8/23/2021  C  1500 D$0 670232 I By Colby 2014 Family Trust (1)
Class A Common Stock 8/23/2021  C  1500 A$0 84902 I Colby 2014 Family Trust (1)
Class A Common Stock 8/23/2021  S  1500 D$136.39 83402 I Colby 2014 Family Trust (1)
Class B Common Stock 8/24/2021  C  34727 D$0 635505 I By Colby 2014 Family Trust (1)
Class A Common Stock 8/24/2021  C  34727 A$0 118129 I Colby 2014 Family Trust (1)
Class A Common Stock 8/24/2021  S  12211 D$135.89 (2)105918 I Colby 2014 Family Trust (1)
Class A Common Stock 8/24/2021  S  20016 D$136.35 (3)85902 I Colby 2014 Family Trust (1)
Class A Common Stock 8/24/2021  S  2500 D$137 (4)83402 I Colby 2014 Family Trust (1)
Class B Common Stock 8/25/2021  C  9379 D$0 626126 I By Colby 2014 Family Trust (1)
Class A Common Stock 8/25/2021  C  9379 A$0 92781 I Colby 2014 Family Trust (1)
Class A Common Stock 8/25/2021  S  3745 D$130.75 (5)89036 I Colby 2014 Family Trust (1)
Class A Common Stock 8/25/2021  S  1302 D$132.76 (6)87734 I Colby 2014 Family Trust (1)
Class A Common Stock 8/23/2021  S  2871 D$131.67 (7)84863 I Colby 2014 Family Trust (1)
Class A Common Stock 8/23/2021  S  1461 D$133.74 (8)83402 I Colby 2014 Family Trust (1)
Class B Common Stock         427024 D  
Class A Common Stock         23131 D  
Class B Common Stock         36396 I By Preston Michael Colby 2014 Trust (1)
Class B Common Stock         36396 I By Lyla Kate Colby 2014 Trust (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
LLC Units in Goosehead Financial, LLC $0.0 8/23/2021  C     1500   (9) (9)Class A Common Stock 1500.0 $0 670232 I By Colby 2014 Family Trust (1)
LLC Units in Goosehead Financial, LLC $0.0 8/24/2021  C     34727   (9) (9)Class A Common Stock 34727.0 $0 635505 I By Colby 2014 Family Trust (1)
LLC Units in Goosehead Financial, LLC $0.0 8/25/2021  C     9379   (9) (9)Class A Common Stock 9379.0 $0 626126 I By Colby 2014 Family Trust (1)
LLC Units in Goosehead Financial, LLC $0.0            (9) (9)Class A Common Stock 427024.0  427024 D  
LLC Units in Goosehead Financial, LLC $0.0            (9) (9)Class A Common Stock 36396.0  36396 I By Lyla Kate Colby 2014 Trust (1)
LLC Units in Goosehead Financial, LLC $0.0            (9) (9)Class A Common Stock 36396.0  36396 I By Preston Michael Colby 2014 Trust (1)

Explanation of Responses:
(1) Reflects 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.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.00 to $135.99, 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 $136.00 to $136.75, 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.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.00 to $137.05, 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 $130.27 to $131.26, 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 $131.27 to $132.11, 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 $132.37 to $133.34, 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 $133.44 to $134.29, 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) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Colby Michael C.
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BUILDING 4, STE 4500
WESTLAKE, TX 76262


President and COO

Signatures
/s/ P. Ryan Langston, as Attorney-in-Fact for Michael C. Colby8/25/2021
**Signature of Reporting PersonDate

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