Sec Form 4 Filing - McConnon Thomas @ Goosehead Insurance, Inc. - 2025-02-28

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)
02/28/2025
(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 02/28/2025 S( 1 )( 2 )( 3 ) 177,000 D $ 121.05 339,008 I See footnote ( 1 )
Class A Common Stock 02/28/2025 S( 1 )( 2 )( 3 ) 28,000 D $ 123.21 339,008 I See footnote ( 1 )
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 03/04/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Shares are held by Whitebark Master and in an account managed by Whitebark. Mr. McConnon disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.
( 2 )Thomas McConnon, a member of the Goosehead Insurance, Inc. ("Goosehead") board of directors, is the Chief Investment Officer of Whitebark Investors LP ("Whitebark") and may be deemed a beneficial owner of shares ("Shares") of Goosehead Class A Common Stock managed by Whitebark.
( 3 )These Shares were sold from an account managed by Whitebark. 28,000 of such Shares were bought by Whitebark Core Master Fund LP ("Whitebark Master"), an investment vehicle managed by Whitebark and in which Mr. McConnon holds an interest. Mr. McConnon remains a beneficial owner of those shares and thus, in part, the transaction may have resulted in only a change in the form of Mr. McConnon's beneficial ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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