Filing Details

Accession Number:
0001209191-23-042924
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-07-20 17:00:07
Reporting Period:
2023-07-18
Accepted Time:
2023-07-20 17:00:07
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
Yes No 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 2023-07-18 25,000 $0.00 4,695,895 No 4 C Indirect By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock Acquisiton 2023-07-18 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 2023-07-18 25,000 $45.04 0 No 4 S Indirect By the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock Disposition 2023-07-19 25,000 $0.00 4,670,895 No 4 C Indirect By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock Acquisiton 2023-07-19 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 2023-07-19 25,000 $44.94 0 No 4 S Indirect By the Louise M. Cortezi Family Trust dated April 7, 2012
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 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
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Common Units Disposition 2023-07-18 25,000 $0.00 25,000 $0.00
Class A Common Stock Common Units Disposition 2023-07-19 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
4,695,895 No 4 C Indirect
4,670,895 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
  1. 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.
  2. The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
  3. 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 $44.76 to $45.27, 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.
  4. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $44.80 to $45.29, 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.
  5. 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.