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Filing Details

Accession Number:: 0001562180-24-006365
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-08-19 17:43:21
Reporting Period:: 2024-08-15

Accepted Time:: 2024-08-19 17:43:21
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	155 North Wacker Drive, Suite 4000 Chicago IL 60606		No	No	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	2024-08-15	149,660	$0.00	4,112,039	No	4	C	Indirect	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	Acquisiton	2024-08-15	149,660	$0.00	149,660	No	4	C	Indirect	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock	Disposition	2024-08-15	25,340	$0.00	696,232	No	4	C	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Class A Common Stock	Acquisiton	2024-08-15	25,340	$0.00	25,340	No	4	C	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Class A Common Stock	Disposition	2024-08-15	1,283	$65.02	148,377	No	4	S	Indirect	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	Disposition	2024-08-15	217	$65.02	25,123	No	4	S	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Class A Common Stock	Disposition	2024-08-16	4,751	$64.54	143,626	No	4	S	Indirect	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	Disposition	2024-08-16	804	$64.54	24,319	No	4	S	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
Class A Common Stock	Disposition	2024-08-19	29,932	$64.69	113,694	No	4	S	Indirect	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	Disposition	2024-08-19	5,068	$64.69	19,251	No	4	S	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018

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	C	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
No	4	C	Indirect	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018
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 Resource Trust dated January 1, 2018
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 Resource Trust dated January 1, 2018
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 Resource Trust dated January 1, 2018

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	2024-08-15	149,660	$0.00	149,660	$0.00
Class A Common Stock	Common Units	Disposition	2024-08-15	25,340	$0.00	25,340	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,112,039			No	4	C	Indirect
696,232			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	2,697	Direct

Footnotes

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.
The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001, (the "Class A Common Stock") of Ryan Specialty Holdings, Inc. (the "Issuer") were sold in multiple transactions ranging from $65.00 to $65.09, 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 price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001, (the "Class A Common Stock") of Ryan Specialty Holdings, Inc. (the "Issuer") were sold in multiple transactions ranging from $64.50 to $64.76, 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 price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001, (the "Class A Common Stock") of Ryan Specialty Holdings, Inc. (the "Issuer") were sold in multiple transactions ranging from $64.50 to $65.12, 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 reported securities represent Restricted Stock Units that vested immediately upon grant for which the reporting person has elected to defer settlement until their separation from service on the board of directors.
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.