Sec Form 4 Filing - McConnon Thomas @ Goosehead Insurance, Inc. - 2024-08-23

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
McConnon Thomas
2. Issuer Name and Ticker or Trading Symbol
Goosehead Insurance, Inc. [ GSHD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1500 SOLANA BOULEVARD, SUITE 4500
3. Date of Earliest Transaction (MM/DD/YY)
08/23/2024
(Street)
WESTLAKE, TX76262
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 A Common Stock 08/23/2024 J( 1 ) 44,626 ( 1 ) A ( 1 ) $ 80.51 ( 1 ) 44,626 ( 1 ) I By Whitebark Core Master Fund LP ( 1 )
Class A Common Stock 471,382 I By Wildcat Public Equity Partners, LLC ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McConnon Thomas
1500 SOLANA BOULEVARD
SUITE 4500
WESTLAKE, TX76262
X
Signatures
/s/ John O'Connor, as Attorney-in-Fact for Thomas McConnon 08/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 23, 2024, Mr. McConnon and certain other investors in Wildcat Public Equity Partners, LLC ("WPEP") redeemed investments in WPEP by making an in-kind withdrawal of 44,626 shares, which they then contributed in exchange for interests in a feeder fund which in turn contributed them to Whitebark Core Master Fund LP ("Whitebark Master"), an investment vehicle indirectly controlled by Mr. McConnon. As of the date hereof, 44,626 shares are held by Whitebark Master. Mr. McConnon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that he is the beneficial owner of such shares.
( 2 )Shares are held by Wildcat Public Equity Partners, LLC. Mr. McConnon disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that he is the beneficial owner of such shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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