ONEX CORP - 25 May 2023 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role
Director, 10%+ Owner
Signature
Onex Corporation, By: David Copeland, Managing Director - Tax
Issuer symbol
RYAN
Transactions as of
25 May 2023
Net transactions value
-$361,073,454
Form type
4
Filing time
25 May 2023, 16:31:22 UTC
Previous filing
07 Mar 2023
Next filing
26 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYAN Class A Common Stock Sale $361,073,454 -8,310,091 -67% $43.45 4,145,621 25 May 2023 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares were sold pursuant to an underwriting agreement, dated May 22, 2023, in a transaction that was completed on May 25, 2023.
F2 Following the transaction described above, (i) 3,971,843 shares of Class A common stock are held by Onex RSG LP and (ii) 173,778 shares of Class A common stock are held by Onex RSG Holdings LP.
F3 Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A common stock beneficially owned by Onex Corporation. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

Remarks:

Robert LeBlanc currently serves on the board of directors of the Issuer as the Reporting Persons' representative, and therefore each of the Reporting Persons may be deemed a "director by deputization" of the Issuer. Power of Attorney incorporated by reference to Exhibit 99.3 to Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission with respect to Fly Leasing Limited on April 3, 2017.