SEC Company Response from Goosehead Insurance, (GSHD) — Apr 17, 2018
Goosehead Insurance, Inc.
Date: April 17, 2018 · CIK: 0001726978 · Accession: 0001193125-18-119133
AI Filing Summary & Sentiment
File numbers found in text: 333-224080
Referenced dates: April 12, 2018
Letter
Division of Corporation Finance Office of Healthcare and Insurance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628
Dear Ms. Breslin and Mr. Edwards:
On behalf of our client, Goosehead Insurance, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated April 12, 2018 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is submitting it together with this response letter. The revised Registration Statement also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the revised Registration Statement and three marked copies of the Registration Statement showing the changes to the Registration Statement filed with the Commission on April 5, 2018.
Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the revised Registration Statement where the revised language addressing a particular comment appears.
Amendment No. 1 to Form S-1 filed April 5, 2018
Ms. Mary Beth Breslin
Mr. Chris Edwards
Division of Corporation Finance
Office of Healthcare and Insurance
U.S. Securities and Exchange Commission
April 17, 2018
Executive Compensation
Equity Compensation Plans
Goosehead Insurance, Inc. Omnibus Incentive Plan, page 111
1. Please revise to disclose the vesting terms of the options you intend to grant upon the pricing of the offering.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 17 and 111 of the Registration Statement.
Should any questions arise, please do not hesitate to contact me at (212) 450-4674 (tel), (212) 701-5674 (fax) or richard.truesdell@davispolk.com. Thank you for your time and attention.
Very truly yours,
/s/ Richard D. Truesdell, Jr.
Show Raw Text
CORRESP 1 filename1.htm CORRESP New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4674 tel 212 701 5674 fax richard.truesdell@davispolk.com April 17, 2018 Re: Goosehead Insurance, Inc. Amendment No. 1 to Registration Statement on Form S-1 Submitted April 5, 2018 Registration No. 333-224080 CONFIDENTIAL Ms. Mary Beth Breslin Mr. Chris Edwards Division of Corporation Finance Office of Healthcare and Insurance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-3628 Dear Ms. Breslin and Mr. Edwards: On behalf of our client, Goosehead Insurance, Inc., a Delaware corporation (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated April 12, 2018 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is submitting it together with this response letter. The revised Registration Statement also contains certain additional updates and revisions. We are also sending, under separate cover, a copy of the revised Registration Statement and three marked copies of the Registration Statement showing the changes to the Registration Statement filed with the Commission on April 5, 2018. Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the revised Registration Statement where the revised language addressing a particular comment appears. Amendment No. 1 to Form S-1 filed April 5, 2018 Ms. Mary Beth Breslin Mr. Chris Edwards Division of Corporation Finance Office of Healthcare and Insurance U.S. Securities and Exchange Commission April 17, 2018 Executive Compensation Equity Compensation Plans Goosehead Insurance, Inc. Omnibus Incentive Plan, page 111 1. Please revise to disclose the vesting terms of the options you intend to grant upon the pricing of the offering. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 17 and 111 of the Registration Statement. Should any questions arise, please do not hesitate to contact me at (212) 450-4674 (tel), (212) 701-5674 (fax) or richard.truesdell@davispolk.com. Thank you for your time and attention. Very truly yours, /s/ Richard D. Truesdell, Jr. Richard D. Truesdell, Jr. cc: Mark E. Jones, Chairman and Chief Executive Officer of the Company Mark Colby, Chief Financial Officer of the Company P. Ryan Langston, Vice President and General Counsel of the Company Joshua Ford Bonnie, Simpson Thacher & Bartlett LLP William R. Golden III, Simpson Thacher & Bartlett LLP 2