Filing Details
- Accession Number:
- 0001209191-23-028229
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-05-09 16:00:14
- Reporting Period:
- 2023-05-05
- Accepted Time:
- 2023-05-09 16:00:14
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1849253 | Ryan Specialty Holdings Inc. | RYAN | Insurance Agents, Brokers & Service (6411) | 000000000 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1869971 | Dominic Nicholas Cortezi | Two Prudential Plaza 180 N. Stetson Ave., Suite 4600 Chicago IL 60601 | See Remarks | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Disposition | 2023-05-05 | 25,000 | $0.00 | 5,345,895 | No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Acquisiton | 2023-05-05 | 25,000 | $0.00 | 25,000 | No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Disposition | 2023-05-05 | 24,800 | $42.44 | 200 | No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Disposition | 2023-05-05 | 200 | $43.00 | 0 | No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class B Common Stock | Disposition | 2023-05-08 | 25,000 | $0.00 | 5,320,895 | No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Acquisiton | 2023-05-08 | 25,000 | $0.00 | 25,000 | No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Disposition | 2023-05-08 | 20,250 | $42.74 | 4,750 | No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| Class A Common Stock | Disposition | 2023-05-08 | 4,750 | $43.10 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | C | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | S | Indirect | By the Louise M. Cortezi Family Trust dated April 7, 2012 |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Units | Disposition | 2023-05-05 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class A Common Stock | Common Units | Disposition | 2023-05-08 | 25,000 | $0.00 | 25,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,345,895 | No | 4 | C | Indirect | ||
| 5,320,895 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class B Common Stock | 721,572 | Indirect | By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Common Units | $0.00 | 721,572 | 721,572 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 721,572 | 721,572 | Indirect |
Footnotes
- 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 that are held by the Reporting Person and reported in Table II hereof, for an equal number of shares of 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.
- The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
- The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") were sold in multiple transactions ranging from $42.00 to $42.94, 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. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022.
- The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022.
- The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $42.05 to $43.04, 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. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022.
- The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $43.05 to $43.20, 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. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022.
- 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.
- The Amount of Underlying Securities reported in column 7 of Table II has been adjusted by 180 shares to correct for an administrative error on the Form 4 filed on 4/18/2023 that incorrectly overstated the number of shares of Class A Common Stock which would be received upon conversion of the Common Units held by the Louise M. Cortezi Family Resource Trust dated January 1, 2018.
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