GSHD Form 4: Trustees convert LLC units, sell 60.7K Class A shares at mid-$80s
Rhea-AI Filing Summary
The Form 4 discloses transactions by the Mark & Robyn Jones Descendants Trust 2014 and trustees Mark Evan Jones and Robyn Mary Elizabeth Jones in Goosehead Insurance, Inc. (GSHD). The filing shows conversions of LLC units into Class A common shares and sales of Class A common stock in multiple transactions. In aggregate, the reporting persons sold 60,715 Class A shares across the reported transactions at prices shown in the filing, with individual weighted-average prices listed at $86.41, $87.17, $87.21 and an isolated lot at $88.15; footnotes report sale price ranges approximately between $86.00 and $87.95.
After the reported transactions the trust and trustees continue to hold material positions: the trust is reported to beneficially own approximately 7.34 million Class B shares and indirectly hold 1,766,355 LLC Units convertible into Class A shares; the individuals also report direct holdings of Class A and Class B shares noted in the filing. Footnotes clarify the LLC Units convert one-for-one into Class A common stock and that trustees hold certain indirect interests for family beneficiaries.
Positive
- Continued substantial ownership: the trust is reported to beneficially hold approximately 7.34 million Class B shares after the transactions.
- Convertible units retained: the trust indirectly holds 1,766,355 LLC Units convertible one-for-one into Class A shares, as disclosed in the filing.
Negative
- Insider sales: reporting persons sold a total of 60,715 Class A shares in the reported transactions.
- Sales executed at mid‑$80s: reported weighted-average prices for sold lots include $86.41, $87.17, $87.21 and one lot at $88.15, indicating liquidity events by insiders.
Insights
Insiders converted LLC units and sold 60,715 Class A shares; holdings remain substantial.
The transactions show routine conversion of LLC Units into Class A shares followed by open-market sales totaling 60,715 Class A shares. Reported sale prices cluster in the mid‑$80s with specific weighted averages of $86.41, $87.17, $87.21 and one lot at $88.15. Despite these dispositions, the Mark & Robyn Jones Descendants Trust 2014 still beneficially holds roughly 7.34 million Class B shares and 1,766,355 LLC Units indirectly, indicating continued material ownership. From a securities perspective, the activity appears transactional rather than a full exit.
Multiple insiders and the trust executed conversions and sales while maintaining significant retained ownership.
The filing identifies the reporting persons as directors and a 10% owner group, with trustees executing conversions of LLC Units into Class A shares and subsequent sales. Footnotes explicitly state the LLC Units convert one-for-one into Class A common stock and describe the indirect beneficial ownership via family-beneficiary trusts. The continued large Class B and LLC Unit holdings imply sustained control-related stakes; the disclosure is thorough with weighted-average prices and price ranges provided for the reported sales.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | LLC Units in Goosehead Financial, LLC | 45,998 | $0.00 | -- |
| Conversion | Class B Common Stock | 45,998 | $0.00 | -- |
| Conversion | Class A Common Stock | 45,998 | $0.00 | -- |
| Sale | Class A Common Stock | 44,104 | $86.41 | $3.81M |
| Sale | Class A Common Stock | 1,894 | $87.21 | $165K |
| Conversion | LLC Units in Goosehead Financial, LLC | 14,717 | $0.00 | -- |
| Conversion | Class B Common Stock | 14,717 | $0.00 | -- |
| Conversion | Class A Common Stock | 14,717 | $0.00 | -- |
| Sale | Class A Common Stock | 14,517 | $87.17 | $1.27M |
| Sale | Class A Common Stock | 200 | $88.15 | $18K |
| holding | LLC Units in Goosehead Financial, LLC | -- | -- | -- |
| holding | LLC Units in Goosehead Financial, LLC | -- | -- | -- |
| holding | LLC Units in Goosehead Financial, LLC | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held (a) directly by the Mark & Robyn Jones Descendants Trust 2014 and (b) indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of the Mark & Robyn Jones Descendants Trust 2014 and whose immediate family members are beneficiaries of the Mark & Robyn Jones Descendants Trust 2014. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.00 to $87.95, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.98, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.02 to $87.35, 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. Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held directly by Mark Evan Jones, and does not reflect shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held by his spouse, Robyn Mary Elizabeth Jones, who is independently a reporting person of the issuer. Reflects shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held directly by Robyn Mary Elizabeth Jones, and does not reflect shares of Class A Common Stock, shares of Class B Common Stock, or LLC Units, as applicable, held by her spouse, Mark Evan Jones, who is independently a reporting person of the issuer. Reflects shares of Class B Common Stock or LLC Units, as applicable, held indirectly by Mark Evan Jones and Robyn Mary Elizabeth Jones, who serve as trustees of various trusts and whose immediate family members are beneficiaries of such trusts. 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.
