Mark S. Katz - Jul 21, 2021 Form 4 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role
Executive Vice President and General Counsel
Signature
/s/ Mark Katz
Stock symbol
RYAN
Transactions as of
Jul 21, 2021
Transactions value $
$0
Form type
4
Date filed
7/23/2021, 06:25 PM
Next filing
Jul 28, 2021

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 Class C Common Incentive Units [Right to Buy] Award +104K 104K Jul 21, 2021 Class A Common Stock 104K $23.50 Direct F1, F2
transaction RYAN Class C Common Incentive Units [Right to Buy] Award +500K 500K Jul 21, 2021 Class A Common Stock 500K $23.50 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth 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.
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 10% each year on the anniversary of the grant date from July 21, 2024 until July 21, 2030, 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 General Counsel