Jeremiah Rawlins Bickham - Jul 21, 2021 Form 4 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role
Executive Vice President and Chief Financial Officer
Signature
/s/ Mark Katz by Power of Attorney
Stock symbol
RYAN
Transactions as of
Jul 21, 2021
Transactions value $
-$899,541
Form type
4
Date filed
7/23/2021, 06:24 PM
Next filing
Mar 22, 2022

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
transaction RYAN Common Units [Obligation to Sell] Disposed to Issuer -$900K -40.3K -100% $22.33 0 Jul 21, 2021 Class A Common Stock 40.3K Direct F1, F2
transaction RYAN Class C Common Incentive Units [Right to Buy] Award +24K 24K Jul 21, 2021 Class A Common Stock 24K $23.50 Direct F2, F3
transaction RYAN Class C Common Incentive Units [Right to Buy] Award +667K 667K Jul 21, 2021 Class A Common Stock 667K $23.50 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Common Units of Ryan Specialty Group, LLC ("Common Units") sold to the Issuer pursuant to the Mandatory Participation described in the Issuer's preliminary prospectus filed on July 12, 2021 for cash in an amount equal to the Issuer's initial public offering price per share less underwriting discounts and commissions. Such sale was approved by the Board of the Issuer for purposes of Rule 16(b)(3).
F2 The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F3 Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth anniversaries of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).The Class C Common Incentive Units will be exchangeable into Common Units, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock, par value $0.001 ("Class A Common Stock"), of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange. The participation threshold of Class C Common Incentive Units equal to the initial public offering price of the Issuer's Class A Common Stock.
F4 Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest 10% each year from July 21, 2024 until July 21, 2030 on the anniversary of the grant date, and 30% on the tenth anniversary of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). The Class C Common Incentive Units will be exchangeable into Common Units, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock, par value $0.001 ("Class A Common Stock"), of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange. The participation threshold of Class C Common Incentive Units equal to the initial public offering price of the Issuer's Class A Common Stock.

Remarks:

Executive Vice President and Chief Financial Officer