Filing Details

Accession Number:
0000950103-20-018355
Form Type:
13D Filing
Publication Date:
2020-09-18 20:06:06
Filed By:
Jones Mark Evan
Company:
Goosehead Insurance Inc. (NASDAQ:GSHD)
Filing Date:
2020-09-21
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Mark E. Jones 575,217 19,729,971 575,217 19,729,971 20,305,188 55.65%
Robyn Jones 0 766,139 0 766,139 766,139 2.10%
The Mark and Robyn Jones Descendants Trust 0 11,291,281 0 11,291,281 11,291,281 30.93%
The Lanni Elaine Romney Family Trust 0 279,534 0 279,534 279,534 0.77%
The Lindy Jean Langston Family Trust 0 297,734 0 297,734 297,734 0.82%
The Camille LaVaun Peterson Family Trust 0 290,434 0 290,434 290,434 0.80%
The Desiree Robyn Coleman Family Trust 0 295,834 0 295,834 295,834 0.81%
The Adrienne Morgan Jones Family Trust 0 297,734 0 297,734 297,734 0.82%
The Mark Evan Jones, Jr. Family Trust 0 297,734 0 297,734 297,734 0.82%
Serena Jones 0 894,174 0 894,174 894,174 2.45%
Lanni Romney 0 374,000 0 374,000 374,000 1.02%
Lindy Langston 0 427,854 0 427,854 427,854 1.17%
Camille Peterson 0 446,795 0 446,795 446,795 1.22%
Desiree Coleman 0 403,557 0 403,557 403,557 1.11%
Adrienne Jones 0 486,557 0 486,557 486,557 1.33%
Mark E. Jones, Jr 0 472,558 0 472,558 472,558 1.29%
P. Ryan Langston 0 15,000 0 15,000 15,000 0.04%
Michael C. Colby 0 630,155 0 630,155 630,155 1.73%
Mark Colby 0 77,160 0 77,160 77,160 0.21%
The Colby 0 915,134 0 915,134 915,134 2.51%
The Preston Michael Colby 0 43,217 0 43,217 43,217 0.12%
The Lyla Kate Colby 0 43,217 0 43,217 43,217 0.12%
Matthew Colby 0 85,000 0 85,000 85,000 0.23%
Michael Moxley 0 100,758 0 100,758 100,758 0.28%
Gary Delavan 0 106,967 0 106,967 106,967 0.29%
Megan Bailey 0 105,017 0 105,017 105,017 0.29%
Ted Olsen 0 65,128 0 65,128 65,128 0.18%
Brian Pattillo 0 52,509 0 52,509 52,509 0.14%
Amber Burbank-Ach 0 71,427 0 71,427 71,427 0.20%
Julia Jordan 0 43,696 0 43,696 43,696 0.12%
Drew Burks 0 53,667 0 53,667 53,667 0.15%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

(Amendment No. 26)

 

Under the Securities Exchange Act of 1934

 

GOOSEHEAD INSURANCE, INC.

(Name of Issuer)

 

CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

38267D109

(CUSIP Number)

 

Mark E. Jones

1500 Solana Blvd

Building 4, Suite 4500

Westlake, Texas

(214) 838-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 18, 2020

(Dates of Events which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  1. 

Names of Reporting Persons.

 

Mark E. Jones

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH

  7. 

Sole Voting Power

 

575,217

  8.

Shared Voting Power

 

19,729,971

  9.

Sole Dispositive Power

 

575,217

10

Shared Dispositive Power

 

19,729,971

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

20,305,188 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

55.65%

14

Type of Reporting Person (See Instructions)

 

IN, OO (Trustee)

  1. 

Names of Reporting Persons.

 

Robyn Jones

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

766,139

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

766,139

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

766,139 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

2.10%

14

Type of Reporting Person (See Instructions)

 

IN

  1. 

Names of Reporting Persons.

 

The Mark and Robyn Jones Descendants Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

11,291,281

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,291,281

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,291,281 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

30.93%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Lanni Elaine Romney Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

279,534

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

279,534

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

279,534 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.77%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Lindy Jean Langston Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

297,734

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

297,734

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

297,734 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.82%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Camille LaVaun Peterson Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

290,434

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

290,434

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

290,434 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.80%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Desiree Robyn Coleman Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

295,834

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

295,834

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

295,834 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.81%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Adrienne Morgan Jones Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

297,734

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

297,734

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

297,734 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.82%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

  1. 

Names of Reporting Persons.

 

The Mark Evan Jones, Jr. Family Trust 2014

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

297,734

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

297,734

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

297,734 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.82%

14

Type of Reporting Person (See Instructions)

 

OO (Trust)

10 

  1. 

Names of Reporting Persons.

 

Serena Jones

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

Canada

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

894,174

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

894,174

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

894,174 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

2.45%

14

Type of Reporting Person (See Instructions)

 

IN

11 

  1. 

Names of Reporting Persons.

 

Lanni Romney

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

374,000

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

374,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

374,000 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.02%

14

Type of Reporting Person (See Instructions)

 

IN

12 

  1. 

Names of Reporting Persons.

 

Lindy Langston

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

427,854

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

427,854

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

427,854 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.17%

14

Type of Reporting Person (See Instructions)

 

IN

13 

  1. 

Names of Reporting Persons.

 

Camille Peterson

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

446,795

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

446,795

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

446,795 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.22%

14

Type of Reporting Person (See Instructions)

 

IN

14 

  1. 

Names of Reporting Persons.

 

Desiree Coleman

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

403,557

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

403,557

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

403,557 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.11%

14

Type of Reporting Person (See Instructions)

 

IN

15 

  1. 

Names of Reporting Persons.

 

Adrienne Jones

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

486,557

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

486,557

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

486,557 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.33%

14

Type of Reporting Person (See Instructions)

 

IN

16 

  1. 

Names of Reporting Persons.

 

Mark E. Jones, Jr.

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

472,558

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

472,558

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

472,558 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.29%

14

Type of Reporting Person (See Instructions)

 

IN

17 

  1. 

Names of Reporting Persons.

 

P. Ryan Langston

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

15,000

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

15,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,000 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.04%

14

Type of Reporting Person (See Instructions)

 

IN

18 

  1. 

Names of Reporting Persons.

 

Michael C. Colby

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

630,155

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

630,155

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

630,155 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

1.73%

14

Type of Reporting Person (See Instructions)

 

IN

19 

  1. 

Names of Reporting Persons.

 

Mark Colby

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

77,160

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

77,160

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

77,160 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.21%

14

Type of Reporting Person (See Instructions)

 

IN

20 

  1. 

Names of Reporting Persons.

 

The Colby 2014 Family Trust

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

915,134

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

915,134

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

915,134 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

2.51%

14

Type of Reporting Person (See Instructions)

 

IN (Trust)

21 

  1. 

Names of Reporting Persons.

 

The Preston Michael Colby 2014 Trust

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

43,217

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

43,217

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

43,217 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.12%

14

Type of Reporting Person (See Instructions)

 

IN (Trust)

22 

  1. 

Names of Reporting Persons.

 

The Lyla Kate Colby 2014 Trust

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

43,217

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

43,217

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

43,217 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.12%

14

Type of Reporting Person (See Instructions)

 

IN (Trust)

23 

  1. 

Names of Reporting Persons.

 

Matthew Colby

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

85,000

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

85,000

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

85,000 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.23%

14

Type of Reporting Person (See Instructions)

 

IN

24 

  1. 

Names of Reporting Persons.

 

Michael Moxley

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

100,758

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

100,758

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

100,758 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.28%

14

Type of Reporting Person (See Instructions)

 

IN

25 

  1. 

Names of Reporting Persons.

 

Gary Delavan

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

106,967

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

106,967

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

106,967 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.29%

14

Type of Reporting Person (See Instructions)

 

IN

26 

  1. 

Names of Reporting Persons.

 

Megan Bailey

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

105,017

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

105,017

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

105,017 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.29%

14

Type of Reporting Person (See Instructions)

 

IN

27 

  1. 

Names of Reporting Persons.

 

Ted Olsen

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

65,128

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

65,128

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

65,128 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.18%

14

Type of Reporting Person (See Instructions)

 

IN

28 

  1. 

Names of Reporting Persons.

 

Brian Pattillo

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

52,509

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

52,509

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

52,509 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.14%

14

Type of Reporting Person (See Instructions)

 

IN

29 

  1. 

Names of Reporting Persons.

 

Amber Burbank-Ach

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

71,427

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

71,427

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,427 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.20%

14

Type of Reporting Person (See Instructions)

 

IN

30 

  1. 

Names of Reporting Persons.

 

Julia Jordan

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

43,696

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

43,696

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

43,696 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.12%

14

Type of Reporting Person (See Instructions)

 

IN

31 

  1. 

Names of Reporting Persons.

 

Drew Burks

  2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  ☒        (b)  ☐

  3.

SEC Use Only

  4.

Source of Funds (See Instructions)

 

OO

  5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐

  6.

Citizenship or Place of Organization

 

U.S.A.

NUMBER OF

SHARES 

BENEFICIALLY 

OWNED BY 

EACH

REPORTING 

PERSON

WITH 

  7. 

Sole Voting Power

 

0

  8.

Shared Voting Power

 

53,667

  9.

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

53,667

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

53,667 shares of Class A Common Stock

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐

13

Percent of Class Represented by Amount in Row (11)

 

0.15%

14

Type of Reporting Person (See Instructions)

 

IN

 

Item 1. Security and Issuer

 

This statement on Schedule 13D (this “Statement”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Goosehead Insurance, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1500 Solana Blvd, Building 4, Suite 4500, Westlake, Texas 76262.

 

Item 2. Identity and Background

 

(a)This Schedule 13D is being filed pursuant to a joint filing agreement filed as Exhibit 1 hereto by:

 

1.Mark E. Jones

 

2.Robyn Jones

 

3.The Mark and Robyn Jones Descendants Trust 2014

 

4.The Lanni Elaine Romney Family Trust 2014

 

5.The Lindy Jean Langston Family Trust 2014

 

32 

6.The Camille LaVaun Peterson Family Trust 2014

 

7.The Desiree Robyn Coleman Family Trust 2014

 

8.The Adrienne Morgan Jones Family Trust 2014

 

9.The Mark Evan Jones, Jr. Family Trust 2014

 

10.Serena Jones

 

11.Lanni Romney

 

12.Lindy Langston

 

13.Camille Peterson

 

14.Desiree Coleman

 

15.Adrienne Jones

 

16.Mark E. Jones, Jr.

 

17.P. Ryan Langston

 

18.Michael C. Colby

 

19.Mark Colby

 

20.The Colby 2014 Family Trust

 

21.The Preston Michael Colby 2014 Trust

 

22.The Lyla Kate Colby 2014 Trust

 

23.Matthew Colby

 

24.Michael Moxley

 

25.Gary Delavan

 

26.Megan Bailey

 

27.Ted Olsen

 

28.Brian Pattillo

 

29.Amber Burbank-Ach

 

30.Julia Jordan

 

31.Drew Burks

 

The foregoing entities and persons are referred to collectively as the “Reporting Persons.”

 

In connection with the closing of the Issuer’s initial public offering (the “IPO”) of the Issuer’s Class A Common Stock, the Issuer effected certain reorganization transactions. The Issuer entered into an amended and restated limited liability company agreement with the continuing members of Goosehead Financial, LLC, a Delaware limited liability company (“Goosehead Financial”), pursuant to which such members will be entitled to exchange their shares of Class B common stock of the Issuer, par value $0.01 per share (the “Class B Common Stock”), together with an equal number of shares of Class B Common Stock for an equal number of shares of the Issuer’s Class A Common Stock.

 

Pursuant to a Voting Agreement dated as of May 1, 2018, as amended and restated on August 6, 2019, June 12, 2020, and September 18, 2020 among the Issuer and the Reporting Persons (the “Voting Agreement”), the Reporting Persons have agreed to vote all shares of the Issuer’s voting stock, including the Class A Common Stock and Class B Common Stock, then held by them together on all matters submitted to the Issuer’s common stockholders in the manner referred to under Item 6 below and Exhibit 5. The Issuer’s Class A Common Stock and Class B Common Stock vote together as a single class on substantially all matters submitted to the stockholders of the Issuer for approval. The Class A Common Stock carries one vote per share, and the Class B Common Stock currently carries one vote per share.

 

33 

(b)The business address of each of the Reporting Persons is c/o 1500 Solana Blvd, Building 4, Suite 4500, Westlake, Texas 76262.

 

(c)Certain of the Reporting Persons hold positions at the Issuer and its subsidiaries as their principal occupation.

 

Name

   
Mark E. Jones   Chairman, Director and Chief Executive Officer
Robyn Jones   Director and Vice Chairman
Mark E. Jones, Jr.   Vice President - Finance
Serena Jones   Administrative Service Agent
P. Ryan Langston   Vice President and General Counsel
Michael Colby   President and Chief Operating Officer
Mark Colby   Chief Financial Office
Matthew Colby   Vice President
Michael Moxley   Vice President
Gary Delavan   Vice President
Megan Bailey   Vice President
Ted Olsen   Managing Director
Brian Pattillo   Vice President
Amber Burbank-Ach   Managing Director
Julia Jordan   Managing Director
Drew Burks   Chief Information Officer

 

(d)None of the Reporting Persons has been convicted in a criminal proceeding during the last five years.

 

(e)None of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws during the last five years.

 

(f)Each natural person identified in this Item 2, other than Serena Jones, is a citizen of the United States. Serena Jones is a citizen of Canada. Each entity identified in this Item 2 is organized under the laws of Delaware.

 

Item 3. Source and Amount of Funds or Other Consideration

 

At the closing of the IPO of the Issuer’s Class A Common Stock, the Issuer entered into an amended and restated limited liability company agreement with the continuing members of Goosehead Financial pursuant to which such members are entitled to exchange their shares of Class B Common Stock for an equal number of shares of the Issuer’s Class A Common Stock.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired, and presently hold, Class A Common Stock and Class B Common Stock for investment purposes.

 

Each Reporting Person has signed and is a party to the Voting Agreement described in Item 2 above.

 

Except as otherwise described in this Schedule 13D and except for 10b5-1 plans entered into by the Reporting Persons to monetize a minority portion of their holdings, none of the Reporting Persons currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of Schedule 13D. However, as part of their ongoing evaluation of their investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters or make formal proposals to the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters. The Reporting Persons reserve the right to acquire additional securities of the Issuer in the open markets, in privately negotiated transactions (which may be with the Issuer or with third parties) or otherwise, to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4.

 

34 

Between September 11, 2020 and September 18, 2020, Mark E. Jones sold shares of Class A Common Stock pursuant to a Rule 10b5-1 Trading Plan as set forth in the table below:

 

Date   Number of Shares of Class A Common Stock Sold   Weighted Average Price Per Share
9/11/2020   12,647      $98.90
9/14/2020   62,910      $92.37
9/15/2020   36,039      $87.5
9/16/2020   43,919      $82.76
9/17/2020   2,900      $81.35

 

Item 5. Interest in Securities of the Issuer

 

(a) and (b) The Reporting Persons (i) currently hold 99.25% of the outstanding Class B Common Stock and collectively control approximately 55.40% of the combined voting power of the Issuer’s common stock and (ii) beneficially own, calculated in accordance with Rule 13d-3, 55.65% of the Issuer’s Class A Common Stock, based on the percentage that would be held by the Reporting Persons if they fully converted their shares of Class B Common Stock into shares of Class A Common Stock and no other holders of Class B Common Stock converted their shares of Class B Common Stock. The percentages reported below and in Box 13 above for each Reporting Person reflect such beneficial ownership for each such Reporting Person.

 

35 

Reporting Person

 

Number of Shares of

Class A Common Stock Owned 

 

Percentage of Class A

Common Stock

Outstanding(1)

 

Number of Shares of 

Class A Common Stock

Received in Past 60 Days

Mark E. Jones   575,217      1.58  %   —   
Robyn Jones   766,139      2.10  %   —   
The Mark and Robyn Jones Descendants Trust 2014   11,291,281      30.93  %   —   
The Lanni Elaine Romney Family Trust 2014   279,534      0.77  %   —   
The Lindy Jean Langston Family Trust 2014   297,734      0.82  %   —   
The Camille LaVaun Peterson Family Trust 2014   290,434      0.80  %   —   
The Desiree Robyn Coleman Family Trust 2014   295,834      0.81  %   —   
The Adrienne Morgan Jones Family Trust 2014   297,734      0.82  %   —   
The Mark Evan Jones, Jr. Family Trust 2014   297,734      0.82  %   —   
Serena Jones   894,174      2.45  %   —   
Lanni Romney   374,000      1.02  %   —   
Lindy Langston   427,854      1.17  %   —   
Camille Peterson   446,795      1.22  %   —   
Desiree Coleman   403,557      1.11  %   —   
Adrienne Jones   486,557      1.33  %   —   
Mark E. Jones, Jr.   472,558      1.29  %   —   
P. Ryan Langston   15,000      0.04  %   —   
Michael Colby   630,155      1.73  %   —   
Mark Colby   77,160      0.21  %   —   
The Colby 2014 Family Trust   915,134      2.51  %   —   
The Preston Michael Colby 2014 Trust   43,217      0.12  %   —   
The Lyla Kate Colby 2014 Trust   43,217      0.12  %   —   
Matthew Colby   85,000      0.23  %   —   
Michael Moxley   100,758      0.28  %   —   
Gary Delavan   106,967      0.29  %   —   
Megan Bailey   105,017      0.29  %   —   
Ted Olsen   65,128      0.18  %   —   
Brian Pattillo   52,509      0.14  %   —   
Amber Burbank-Ach   71,427      0.20  %   —   
Julia Jordan   43,696      0.12  %   —   
Drew Burks   53,667      0.15  %   —   

 

(1)Based on the number of shares of Class A Common Stock (17,496,541) issued and outstanding as of September 18, 2020, the date of this report, and assuming all outstanding shares of Class B Common Stock beneficially owned by the Reporting Persons (and excluding, for the avoidance of doubt, shares of Class B Common Stock owned by other persons) were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.

 

(c)On May 1, 2018, the Issuer issued shares of Class A Common Stock, in the quantities set forth in the table in Item 5 of the Schedule 13D filed on behalf of the Reporting Persons on May 10, 2018, as consideration to purchase indirect ownership interests in Goosehead Management, LLC, a Delaware limited liability company, and Texas Wasatch Insurance Holdings Group, LLC from certain historical owners thereof, including those indicated above, at a price equivalent to $10.00 per share of Class A Common Stock.

 

(d)Other than as described above, no other person is known to have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock beneficially owned by members of the group.

 

36 

(e)Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

In connection with the closing of the IPO, the Issuer effectuated certain reorganization transactions pursuant to which existing members of Goosehead Financial, including the Reporting Persons, obtained beneficial ownership of shares of Class B Common Stock.

 

Pursuant to the Amended and Restated Limited Liability Company Agreement of Goosehead Financial dated as of May 1, 2018 (the “Goosehead Financial LLC”), the Reporting Persons may exchange each share of Class B Common Stock (together with an LLC Unit of Goosehead Financial) for a share of Class A Common Stock on a one-for-one basis. When a share of Class B Common Stock is exchanged for a share of Class A Common Stock, a corresponding share of the Issuer’s Class B Common Stock will automatically be redeemed by the Issuer at par value and canceled. When a share of Class B Common Stock is exchanged for a share of Class A Common Stock, it will not be available for reissuance by the Issuer. See Exhibit 2.

 

Pursuant to a registration rights agreement entered into by and among the Issuer, certain holders of shares of Class B Common Stock, at any time after the expiration of the lock-up period described below, such holders can require the Issuer to register for resale under the Securities Act of 1933, as amended, the shares of Class A Common Stock issued upon exchange of the shares of Class B Common Stock. The registration rights agreement also provides for customary piggyback rights. See Exhibit 3.

 

The Issuer entered into a tax receivable agreement with the pre-IPO members of Goosehead Financial effective as of the closing of the IPO that provides for the payment by the Issuer to the members of Goosehead Financial of 85% of the amount of tax benefits, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of increases in tax basis (and certain other tax benefits) resulting from purchases or exchanges of membership units of Goosehead Financial. See Exhibit 4.

 

The Reporting Persons have entered into a voting agreement pursuant to which they agreed to vote all their shares of voting stock, including Class A Common Stock and Class B Common Stock, together and in accordance with the instructions of Mark E. Jones on any matter submitted to the common stockholders of the Issuer for a vote. Under the voting agreement, the Reporting Persons have given an irrevocable proxy, coupled with an interest, to Mark E. Jones to vote such Reporting Person’s shares of Class A Common Stock and Class B Common Stock. If, for reasons of death, legal incapacity or any other cause, Mark E. Jones is unable to vote or exercise his right to vote, then the Reporting Persons agreed to vote in the manner directed by the Robyn Jones in connection with any such vote. If, for reasons of death, legal incapacity or any other cause, Mark E. Jones and Robyn Jones are unable to vote or exercise their respective rights to vote, then the Reporting Persons agreed to vote in the manner directed by both Ryan Langston and Mark Jones, Jr. in connection with any such vote. See Exhibit 5.

 

The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Goosehead Financial LLC, registration rights agreement, form of lock-up agreement, tax receivable agreement and voting agreement, filed herewith as Exhibits 2, 3, 4 and 5 respectively and incorporated herein by reference.

 

Other than the matters disclosed in this Schedule 13D, none of the Reporting Persons is party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

37 

Item 7. Material to be Filed as Exhibits

 

Exhibit

 

Description

 
       
99.1   Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended  
       
2   Amended and Restated Limited Liability Company Agreement of Goosehead Financial, LLC (incorporated by reference to Exhibit 2 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
3   Registration Rights Agreement (incorporated by reference to Exhibit 3 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
4   Tax Receivable Agreement (incorporated by reference to Exhibit 5 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
5   Amended and Restated Voting Agreement  
       
24.1   Power of Attorney for Robyn Jones (incorporated by reference to Exhibit 24.1 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.2   Power of Attorney for The Mark and Robyn Jones Descendants Trust 2014 (incorporated by reference to Exhibit 24.2 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.3   Power of Attorney for The Lanni Elaine Romney Family Trust 2014 (incorporated by reference to Exhibit 24.3 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.4   Power of Attorney for The Lindy Jean Langston Family Trust 2014 (incorporated by reference to Exhibit 24.4 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.5   Power of Attorney for The Camille LaVaun Peterson Family Trust 2014 (incorporated by reference to Exhibit 24.5 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.6   Power of Attorney for The Desiree Robyn Coleman Family Trust 2014 (incorporated by reference to Exhibit 24.6 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.7   Power of Attorney for The Adrienne Morgan Jones Family Trust 2014 (incorporated by reference to Exhibit 24.7 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.8   Power of Attorney for The Mark Evan Jones, Jr. Family Trust 2014 (incorporated by reference to Exhibit 24.8 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.9   Power of Attorney for Serena Jones (incorporated by reference to Exhibit 24.9 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.1   Power of Attorney for Lanni Romney (incorporated by reference to Exhibit 24.10 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.11   Power of Attorney for Lindy Langston (incorporated by reference to Exhibit 24.11 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.12   Power of Attorney for Camille Peterson (incorporated by reference to Exhibit 24.12 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.13   Power of Attorney for Desiree Coleman (incorporated by reference to Exhibit 24.13 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       

38 

24.14   Power of Attorney for Adrienne Jones (incorporated by reference to Exhibit 24.14 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.15   Power of Attorney for Mark E. Jones, Jr. (incorporated by reference to Exhibit 24.15 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on May 10, 2018)  
       
24.16  

Power of for Attorney for Ryan Langston (incorporated by reference to Exhibit 24.16 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on August 6, 2019)

 
       
24.17   Power of for Attorney for Michael C. Colby (incorporated by reference to Exhibit 24.17 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on June 12, 2020)  
       
24.18   Power of for Attorney for Mark Colby (incorporated by reference to Exhibit 24.18 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on June 12, 2020)  
       
24.19   Power of for Attorney for The Colby 2014 Family Trust (incorporated by reference to Exhibit 24.19 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on June 12, 2020)  
       
24.20   Power of for Attorney for The Preston Michael Colby 2014 Trust (incorporated by reference to Exhibit 24.20 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on June 12, 2020)  
       
24.21   Power of for Attorney for The Lyla Kate Colby 2014 Trust (incorporated by reference to Exhibit 24.21 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on June 12, 2020)  
       
24.22   Power of for Attorney for Matthew Colby (incorporated by reference to Exhibit 24.22 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.23   Power of for Attorney for Michael Moxley (incorporated by reference to Exhibit 24.23 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.24   Power of for Attorney for Gary Delavan (incorporated by reference to Exhibit 24.24 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.25   Power of for Attorney for Megan Bailey (incorporated by reference to Exhibit 24.25 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.26   Power of for Attorney for Ted Olsen (incorporated by reference to Exhibit 24.26 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.27   Power of for Attorney for Brian Pattillo (incorporated by reference to Exhibit 24.27 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.28   Power of for Attorney for Amber Burbank-Ach (incorporated by reference to Exhibit 24.28 of the statement on Schedule 13 filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.29   Power of for Attorney for Julia Jordan (incorporated by reference to Exhibit 24.29 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       
24.30   Power of for Attorney for Drew Burks (incorporated by reference to Exhibit 24.30 of the statement on Schedule 13D filed on behalf of the Reporting Persons with the Securities and Exchange Commission on September 18, 2020)  
       

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 18, 2020

 

39 

  1 /s/ Mark E. Jones  
    Mark E. Jones  
       
  2 /s/ Mark E. Jones, Attorney-in-Fact  
    Robyn Jones  
       
  3 THE MARK AND ROBYN JONES DESCENDANTS TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  4 LANNI ELAINE ROMNEY FAMILY TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  5 LINDY JEAN LANGSTON FAMILY TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  6 CAMILLE LAVAUN PETERSON FAMILY TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  7 DESIREE ROBYN COLEMAN FAMILY TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  8 ADRIENNE MORGAN JONES FAMILY TRUST 2014  
         
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  

40 

  9 MARK EVAN JONES, JR. FAMILY TRUST 2014  
       
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  10 /s/ Mark E. Jones, Attorney-in-Fact  
    Serena Jones  
       
  11 /s/ Mark E. Jones, Attorney-in-Fact  
    Lanni Romney  
       
  12 /s/ Mark E. Jones, Attorney-in-Fact  
    Lindy Langston  
       
  13 /s/ Mark E. Jones, Attorney-in-Fact  
    Camille Peterson  
       
  14 /s/ Mark E. Jones, Attorney-in-Fact  
    Desiree Coleman  
       
  15 /s/ Mark E. Jones, Attorney-in-Fact  
    Adrienne Jones  
       
  16 /s/ Mark E. Jones, Attorney-in-Fact  
    Mark E. Jones Jr.  
       
  17 /s/ Mark E. Jones, Attorney-in-Fact  
    Ryan Langston  
       
  18 /s/ Mark E. Jones, Attorney-in-Fact  
    Michael C. Colby  
       
  19 /s/ Mark E. Jones, Attorney-in-Fact  
    Mark Colby  
       
  20 THE COLBY 2014 FAMILY TRUST  
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  

41 

  21 THE PRESTON MICHAEL COLBY 2014 TRUST  
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  22 THE LYLA KATE COLBY 2014 TRUST  
    By: /s/ Mark E. Jones  
    Name: Mark E. Jones  
    Title: Attorney-in-Fact  
         
  23 /s/ Mark E. Jones, Attorney-in-Fact  
    Matthew Colby  
       
  24 /s/ Mark E. Jones, Attorney-in-Fact  
    Michael Moxley  
       
  25 /s/ Mark E. Jones, Attorney-in-Fact  
    Gary Delavan  
       
  26 /s/ Mark E. Jones, Attorney-in-Fact  
    Megan Bailey  
       
  27 /s/ Mark E. Jones, Attorney-in-Fact  
    Ted Olsen  
       
  28 /s/ Mark E. Jones, Attorney-in-Fact  
    Brian Pattillo  
       
  29 /s/ Mark E. Jones, Attorney-in-Fact  
    Amber Burbank-Ach  
       
  30 /s/ Mark E. Jones, Attorney-in-Fact  
    Julia Jordan  
       
  31 /s/ Mark E. Jones, Attorney-in-Fact  
    Drew Burks  
       

42