Onex Corp - Jul 22, 2021 Form 4 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Signature
Onex Corporation /s/ Andrea E. Daly, Managing Director - General Counsel of Onex Corporation, By: Andrea E. Daly, Managing Director - General Counsel
Stock symbol
RYAN
Transactions as of
Jul 22, 2021
Transactions value $
$278,073,770
Form type
4
Date filed
7/26/2021, 04:18 PM
Previous filing
Jul 21, 2021
Next filing
Jul 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RYAN Class A Common Stock Award $462M +20.7M $22.33 20.7M Jul 22, 2021 See footnotes F1, F3, F4
transaction RYAN Class A Common Stock Disposed to Issuer -$69.3M -3.1M -15% $22.33 17.6M Jul 22, 2021 See footnotes F1, F3, F4, F5
transaction RYAN Class A Common Stock Disposed to Issuer -$114M -5.12M -29.14% $22.33 12.5M Jul 26, 2021 See footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On July 23, 2021, the Issuer (i) issued 19,813,540 shares of Class A common stock to Onex RSG LP and 886,880 shares of Class A common stock to Onex RSG Holdings LP, and (ii) redeemed 2,972,033 shares of Class A common stock from Onex RSG LP and 130,030 shares of Class A common stock from Onex RSG Holdings LP in connection with the Organizational Transactions (as that term is defined in the Issuer's Registration Statement on Form S-1 (File No. 333-257233) (the "Registration Statement").
F2 On July 26, 2021, the Issuer redeemed 4,907,914 shares of Class A common stock from Onex RSG LP and 214,731 shares of Class A common stock from Onex RSG Holdings LP in connection with the exercise in full of the underwriters' over-allotment option associated with the Issuer's initial public offering.
F3 Following the transactions described above, (i) 11,933,593 shares of Class A common stock are held by Onex RSG LP and (ii) 522,119 shares of Class A common stock are held by Onex RSG Holdings LP.
F4 Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A common stock beneficially owned by Onex Corporation. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.
F5 The redemption of the Class A shares was effectuated at a price of $22.325 per Class A share, which price is subject to an increase or decrease for the over- or under-payment of taxes, respectively, by the Common Blocker Entity (as defined in the Registration Statement) through the date of the effectiveness of the merger.

Remarks:

Robert LeBlanc currently serves on the board of directors of the Issuer as the Reporting Persons' representative, and therefore each of the Reporting Persons may be deemed a "director by deputization" of the Issuer. Power of Attorney incorporated by reference to Exhibit 99.3 to Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission with respect to Fly Leasing Limited on April 3, 2017.