Timothy William Turner - Aug 9, 2024 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role: President, Director
Signature: /s/ Mark S. Katz, as Attorney-in-Fact
Stock symbol: RYAN
Transactions as of: Aug 9, 2024
Transactions value $: -$124,900,000
Form type: 4
Date filed: 8/9/2024, 04:31 PM
Previous filing: Apr 2, 2024

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	-2M	-48.12%	$0.00	2.16M	Aug 9, 2024	Direct	F1
transaction	RYAN	Class A Common Stock	Conversion of derivative security	$0	+2M	+24706.61%	$0.00	2.01M	Aug 9, 2024	Direct
transaction	RYAN	Class A Common Stock	Sale	-$125M	-2M	-99.6%	$62.45	8.1K	Aug 9, 2024	Direct	F2, F3

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	$0	-2M	-48.12%	$0.00	2.16M	Aug 9, 2024	Class A Common Stock	2M	$0.00	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 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	These shares were sold by the Reporting Person primarily in connection with a negotiation of separation of assets in anticipation of a potential divorce settlement.
F3	The shares of Class A Common Stock were sold pursuant to a block trade transaction at a discount from the market price.
F4	Each Common Unit, together with a share of Class B Common Stock, may be converted by the holder into one share of Class A Common Stock at any time. The LLC Common Units do not expire.