Benjamin MIles Wuller - Oct 29, 2024 Form 3 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role
President & CEO, RSUM
Signature
/s/ Mark S. Katz, as Attorney-in-Fact
Stock symbol
RYAN
Transactions as of
Oct 29, 2024
Transactions value $
$0
Form type
3
Date filed
11/7/2024, 07:43 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RYAN Class A Common Stock 92.6K Oct 29, 2024 Direct
holding RYAN Class B Common Stock 438K Oct 29, 2024 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
holding RYAN Common Units Oct 29, 2024 Class A Common Stock 438K Direct F2
holding RYAN Class C Common Incentive Units [Right to Buy] Oct 29, 2024 Class A Common Stock 64.9K $23.38 Direct F3, F4
holding RYAN Class C Common Incentive Units [Right to Buy] Oct 29, 2024 Class A Common Stock 65.3K $40.78 Direct F5, F6
holding RYAN Restricted LLC Units Oct 29, 2024 Class A Common Stock 2.73K Direct F7
* 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 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.
F3 The Class C Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $23.38. The units had a Return Threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of New Ryan Specialty, LLC (the "LLC"), is reduced on a 1-for-1 basis for each distribution from the LLC with respect to its common units. The LLC has made three distributions for a total amount of $0.12 per unit with respect to its common units since the reporting person's Class C incentive units were issued.
F4 Represents Class C Common Incentive Units of New Ryan Specialty, LLC which vested on July 22, 2024. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).The Class C Common Incentive Units may be exchanged into a number of Common Units as described in the prior footnote, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock, par value $0.001 ("Class A Common Stock"), of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.
F5 The Class C Units' Return Threshold is used to determine the value of such units and, by extension, the number of shares Class A Common Stock into which such units may be converted. The current Return Threshold of such units is $40.78. The units had a Return Threshold of $40.90 when issued, which, pursuant to the terms of the operating agreement of New Ryan Specialty, LLC (the "LLC"), is reduced on a 1-for-1 basis for each distribution from the LLC with respect to its common units. The LLC has made three distributions for a total amount of $0.12 per unit with respect to its common units since the reporting person's Class C incentive units were issued.
F6 Represents Class C Common Incentive Units of New Ryan Specialty, LLC which vest 20% annually beginning on April 1, 2026 though April 1, 2030. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Once vested, the Class C Common Incentive Units may be exchanged into a number of Common Units as described in the prior footnote, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock, par value $0.001 ("Class A Common Stock"), of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.
F7 Represents Restricted LLC Units of New Ryan Specialty, LLC granted on March 18, 2022 which vest on April 1, 2025. 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 and one share of Class B Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.