|Issuer:||GOOSEHEAD INSURANCE, INC. (GSHD)|
|Original Submission Date:|
COLBY MARK S.
C/O GOOSEHEAD INSURANCE, INC.
1500 SOLANA BLVD., BUILDING 4, STE 4500 WESTLAKE, TX 76262
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|CLASS A COMMON STOCK||2021-08-19||M||1,412||a||$10.00||1,412||direct|
|CLASS A COMMON STOCK||2021-08-19||S||1,412||d||$140.09||0||direct|
|CLASS A COMMON STOCK||2021-08-20||M||0||a||$10.00||100||direct|
|CLASS A COMMON STOCK||2021-08-19||S||100||d||$140.00||0||direct|
|Title of Derivative Security||Conversion or Exercise Price of Derivative Security||Transaction Date||Deemed Execution Date||Transaction Code||Number of Derivative Securities Acquired (A) or Disposed of (D)||Date Exercisable||Expiration Date||Title and Amount of Securities Underlying Derivative Security||Price of Derivative Security||Number of derivative Securities Beneficially Owned Following Reported Transaction(s)||Ownership Form: Direct (D) or Indirect (I)||Nature of Indirect Beneficial Ownership|
|EMPLOYEE STOCK OPTIONS (RIGHT TO BUY)||10.0||2021-08-19||deemed execution date||M||1,412 (d)||2028-04-26||class a stock 1,412||$10.00||58,588||direct|
|EMPLOYEE STOCK OPTIONS (RIGHT TO BUY)||10.0||2021-08-20||deemed execution date||M||100 (d)||2028-04-26||class a stock 100||$10.00||58,488||direct|
|f1||the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $140.00 to $140.41, 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.|
|f2||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. colby's employment is terminated without "cause" or for "good reason" (each as defined in either mr. colby'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).|