Timothy William Turner - Jul 21, 2021 Form 3 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role: President, Director
Signature: /s/ Mark Katz, as Attorney-in-Fact
Stock symbol: RYAN
Transactions as of: Jul 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/21/2021, 06:32 PM
Next filing: Mar 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RYAN	Class B Common Stock						5.2M	Jul 21, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	RYAN	Common Units							Jul 21, 2021	Class A Common Stock	5.2M		Direct	F2, F3
holding	RYAN	Common Units [Obligation to Sell]							Jul 21, 2021	Class A Common Stock	1.1M		Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares of Class B Common Stock par value $0.001 ("Class B Common Stock") do not represent economic interests in the Issuer. Except as provided in the Issuer's certificate of incorporation or as required by applicable law, holders of Class B Common Stock will be initially entitled to 10 votes per share on all matters to be voted on by the Issuer's stockholders generally. Upon exchange of Common Units ("Common Units") of Ryan Specialty Group, LLC that are held by the Reporting Person and reported in Table II hereof, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
F2	The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F3	Pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Ryan Specialty Group, LLC, as amended, the Reporting Person may exchange all or a portion of such person's Common Units (together with the delivery of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Common Stock).
F4	Represents Common Units to be sold to the Issuer pursuant to the Mandatory Participation and Optional Participation described in the Issuer's preliminary prospectus filed on July 12, 2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney