Jo Paschal Alcorn - 07 Aug 2023 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Signature
/s/ Mark S. Katz, as Attorney-in-Fact
Issuer symbol
RYAN
Transactions as of
07 Aug 2023
Net transactions value
$0
Form type
4
Filing time
09 Aug 2023, 16:40:37 UTC
Previous filing
24 Jul 2023
Next filing
16 Aug 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYAN Class B Common Stock Conversion of derivative security $0 -44,964 -29% $0.000000 108,974 07 Aug 2023 Direct F1
transaction RYAN Class A Common Stock Conversion of derivative security $0 +44,964 +1229% $0.000000 48,624 07 Aug 2023 Direct

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 Conversion of derivative security -44,964 -29% 108,974 07 Aug 2023 Class A Common Stock 44,964 Direct F2
* 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 per share, ("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 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