Brendan Martin Mulshine - Aug 16, 2024 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Signature
/s/ Mark S. Katz, as Attorney-in-Fact
Stock symbol
RYAN
Transactions as of
Aug 16, 2024
Transactions value $
-$2,906,754
Form type
4
Date filed
8/20/2024, 04:51 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 -44.3K -6.17% $0.00 674K Aug 16, 2024 Direct F1
transaction RYAN Class A Common Stock Conversion of derivative security $0 +44.3K +6488.58% $0.00 45K Aug 16, 2024 Direct
transaction RYAN Class A Common Stock Sale -$2.33M -36K -80% $64.62 9K Aug 19, 2024 Direct F2
transaction RYAN Class A Common Stock Sale -$580K -9K -100% $64.48 0 Aug 20, 2024 Direct F3
holding RYAN Class A Common Stock 74.6K Aug 16, 2024 Held jointly by the reporting person and his spouse. F4

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 -44.3K -6.17% $0.00 674K Aug 16, 2024 Class A Common Stock 44.3K $0.00 Direct F5
* 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 The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001, (the "Class A Common Stock") of Ryan Specialty Holdings, Inc. (the "Issuer") were sold in multiple transactions ranging from $64.31 to $64.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote.
F3 The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001, (the "Class A Common Stock") of Ryan Specialty Holdings, Inc. (the "Issuer") were sold in multiple transactions ranging from $64.22 to $64.65, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote.
F4 The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F5 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 of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) 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.