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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

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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

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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

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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.