SecProbe.io

March 30, 2018
Mark E. Jones
Chairman and Chief Executive Officer
Goosehead Insurance, Inc.
1500 Solana Blvd.
Building 4, Suite 4500
Westlake, Texas 76262
Re:Goosehead Insurance, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 15, 2018
CIK No. 0001726978
Dear Mr. Jones:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
February 13, 2018 letter.
Amendment No. 1 to Draft Registration Statement
Overview, page 1
1.We note your response to prior comment number 2.  Please disclose the basis for your
leadership position you provide in the response, cite the rankings you used to make your
determination and any additional information to allow investors sufficient context to
evaluate the disclosure.

 FirstName LastNameMark E. Jones
 Comapany NameGoosehead Insurance, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Mark E. Jones
Goosehead Insurance, Inc.
March 30, 2018
Page 2
Consolidated and combined statements of income, page F-4
2.As a follow-up to your analysis of related party amounts in your response to our prior
comment 11, please revise the face of your income statement to separately quantify the
management fees paid to the Goosehead Management Holders and Texas Wasatch
Holders that you disclose on page 119.   Refer to Rule 4-08(k) of Regulation S-X.
3.Revise to present pro forma earnings per share on the face of your statements of income to
reflect the reorganization transactions as well as the modification of the B units, but not
the offering itself.
Summary of significant accounting policies
Members' deficit, page F-11
4.Revise your footnote disclosure here or in your subsequent event footnote to describe the
modification of the Class B units that will occur upon the initial public offering, or tell us
why you believe such disclosure is not appropriate.  Specifically quantify the number of
shares the unit holders will receive upon the initial public offering and how that
modification will be accounted for.  Tell us where this modification is separately
addressed in your Dilution table, Capitalization table, and Pro Forma financial statements.
            You may contact Rolf Sundwall at 202-551-3105 or Kevin Vaughn at 202-551-3494 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Chris Edwards at 202-551-6761 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Richard D. Truesdell, Jr.