Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Colby Mark S.	2. Issuer Name and Ticker or Trading Symbol Goosehead Insurance, Inc. [ GSHD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O GOOSEHEAD INSURANCE, INC., 1500 SOLANA BLVD., BUILDING 4, STE 4500	3. Date of Earliest Transaction (MM/DD/YYYY) 6/21/2021
(Street) WESTLAKE, TX 76262 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/21/2021		M		1424	A	$10	1424	D
Class A Common Stock	6/21/2021		S		1424	D	$120.0412 (1)	0	D
Class A Common Stock	6/22/2021		M		8576	A	$10	8576	D
Class A Common Stock	6/22/2021		S		7500	D	$120.17 (2)	1076	D
Class A Common Stock	6/22/2021		S		1076	D	$121.31 (3)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Employee Stock Options (right to buy)	$10.0	6/21/2021		M			1424	(4)	4/26/2028	Class A Stock	1424.0	$0	78576	D
Employee Stock Options (right to buy)	$10.0	6/22/2021		M			8576	(4)	4/26/2028	Class A Stock	8576.0	$0	70000	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.12, 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.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.00 to $120.95, 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.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.07 to $121.60, 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.
(4)	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).

Remarks: The sales reported were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Colby Mark S. C/O GOOSEHEAD INSURANCE, INC. 1500 SOLANA BLVD., BUILDING 4, STE 4500 WESTLAKE, TX 76262			Chief Financial Officer

Signatures
/s/ P. Ryan Langston, as Attorney-in-Fact for Mark S. Colby		6/23/2021
**Signature of Reporting Person		Date