Patrick G. Ryan - Jul 21, 2021 Form 3 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role
Chief Executive Officer, Director, 10%+ Owner
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, 06:35 PM
Next filing
Nov 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RYAN Class A Common Stock 5.77M Jul 21, 2021 By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 F1
holding RYAN Class A Common Stock 5.77M Jul 21, 2021 By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 F1
holding RYAN Class A Common Stock 668K Jul 21, 2021 See Footnote F1, F2
holding RYAN Class B Common Stock 45.7M Jul 21, 2021 By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 F1, F3
holding RYAN Class B Common Stock 45.7M Jul 21, 2021 By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 F1, F3
holding RYAN Class B Common Stock 14.6M Jul 21, 2021 See Footnote F1, F2, F3

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 [Obligation to Sell] Jul 21, 2021 Class A Common Stock 20.9M See Footnote F1, F2, F4
holding RYAN Common Units Jul 21, 2021 Class A Common Stock 45.7M By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 F1, F5
holding RYAN Common Units Jul 21, 2021 Class A Common Stock 45.7M By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 F1, F5
holding RYAN Common Units Jul 21, 2021 Class A Common Stock 14.6M See Footnote F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F2 Represents Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer and certain Common Units [Obligation to Sell] of Ryan Specialty Group, LLC held in trusts and other entities for the benefit of the Reporting Person's family members and, in the case of the Class B Common Stock, par value $0.001 ("Class B Common Stock) of the Issuer, Common Units ("Common Units") of Ryan Specialty Group, LLC and certain Common Units [Obligation to Sell] of Ryan Specialty Group in a revocable investment entity for the benefit of employees of affiliates of the Issuer at the Reporting Person's discretion.
F3 Shares of 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 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.
F4 Represents Common Units to be sold to the Issuer pursuant to the Mandatory Participation described in the Issuer's preliminary prospectus filed on July 12, 2021.
F5 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 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).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney