Mark S. Katz - 13 Dec 2024 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role
EVP & General Counsel
Signature
/s/ Mark S. Katz
Issuer symbol
RYAN
Transactions as of
13 Dec 2024
Net transactions value
-$2,008,456
Form type
4
Filing time
17 Dec 2024, 16:53:48 UTC
Previous filing
12 Nov 2024
Next filing
02 Apr 2025
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 Conversion of derivative security $0 -2,614 -4.5% $0.000000 56,117 13 Dec 2024 Direct F1
transaction RYAN Class A Common Stock Conversion of derivative security $0 +2,614 +21% $0.000000 15,000 13 Dec 2024 Direct
transaction RYAN Class A Common Stock Sale $1,009,833 -15,000 -100% $67.32 0 13 Dec 2024 Direct F2
transaction RYAN Class B Common Stock Conversion of derivative security $0 -15,000 -27% $0.000000 41,117 16 Dec 2024 Direct F1
transaction RYAN Class A Common Stock Conversion of derivative security $0 +15,000 $0.000000 15,000 16 Dec 2024 Direct
transaction RYAN Class A Common Stock Sale $998,624 -15,000 -100% $66.57 0 16 Dec 2024 Direct 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 -2,614 -4.5% $0.000000 56,117 13 Dec 2024 Class A Common Stock 2,614 Direct F4
transaction RYAN Common Units Conversion of derivative security $0 -15,000 -27% $0.000000 41,117 16 Dec 2024 Class A Common Stock 15,000 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 Ryan Specialty Holdings, Inc. (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 (the "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 of the Issuer were sold in multiple transactions ranging from $66.78 to $67.71, 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 of the Issuer were sold in multiple transactions ranging from $66.29 to $67.15, 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 Pursuant to the Amended and Restated Limited Liability Company Agreement of the 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.