Alcorn Lisa Jo Paschal - Jul 21, 2021 Form 3 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role
Senior Vice President and Chief Human Resources Officer Exhibit List: Exhibit 24 - Power of Attorney
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, 06:38 PM
Next filing
Jul 26, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RYAN Class B Common Stock 137K 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 137K Direct F2, F3
holding RYAN Common Units [Obligation to Sell] Jul 21, 2021 Class A Common Stock 19.7K 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 her 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 described in the Issuer's preliminary prospectus filed on July 12, 2021.

Remarks:

Senior Vice President and Chief Human Resources Officer Exhibit List: Exhibit 24 - Power of Attorney