Jo Paschal Alcorn - 22 Jul 2023 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role: Senior Vice President and Chief Human Resource Officer
Signature: /s/ Mark S. Katz by Power of Attorney
Issuer symbol: RYAN
Transactions as of: 22 Jul 2023
Net transactions value: -$155,130
Form type: 4
Filing time: 24 Jul 2023, 17:00:16 UTC
Previous filing: 07 Apr 2023
Next filing: 09 Aug 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RYAN	Class B Common Stock	Options Exercise		+11,531	+7.9%		157,317	22 Jul 2023	Direct	F1, F2
transaction	RYAN	Class B Common Stock	Tax liability		-3,379	-2.1%		153,938	22 Jul 2023	Direct	F1

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	Restricted LLC Units	Options Exercise	$0	-11,531	-25%	$0.000000	34,595	22 Jul 2023	Class A Common Stock	11,531		Direct	F3
transaction	RYAN	Common Units	Options Exercise	$0	+11,531	+7.9%	$0.000000	157,317	22 Jul 2023	Class A Common Stock	11,531		Direct	F4
transaction	RYAN	Common Units	Tax liability	$155,130	-3,379	-2.1%	$45.91	153,938	22 Jul 2023	Class A Common Stock	3,379		Direct	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 per share, ("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 New Ryan Specialty, LLC that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of Class A common stock, par value $0.001 ("Class A Common Stock") of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
F2	Class B Common Stock is issued on a one for one basis for each Common Unit issued to the Reporting Person upon vesting of the Reporting Person's Restricted LLC Units.
F3	On July 23, 2021, the Reporting Person was Granted 57,657 Restricted LLC Units which vest 20% on each of July 22, 2022 through July 22, 2026. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock, subject to customary adjustments.
F4	Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, 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 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). The Common Units do not expire.

Remarks:

Senior Vice President and Chief Human Resource Officer