Timothy William Turner - May 22, 2023 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role: President, Director
Signature: Mark S. Katz, Attorney-in-Fact
Stock symbol: RYAN
Transactions as of: May 22, 2023
Transactions value $: -$29,976,546
Form type: 4
Date filed: 5/24/2023, 04:57 PM
Previous filing: Apr 7, 2023
Next filing: Apr 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RYAN	Class B Common Stock	Conversion of derivative security	$0	-690K	-14.24%	$0.00	4.16M	May 22, 2023	Direct	F1, F2
transaction	RYAN	Class A Common Stock	Conversion of derivative security	$0	+690K	+17001.21%	$0.00	694K	May 22, 2023	Direct	F2
transaction	RYAN	Class A Common Stock	Sale	-$30M	-690K	-99.42%	$43.45	4.06K	May 22, 2023	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RYAN	Common Units	Conversion of derivative security		-690K	-14.24%		4.16M	May 22, 2023	Class A Common Stock	690K	$0.00	Direct	F1, F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F3	Represents the number of shares of Class A Common Stock to be sold pursuant to a registered block trade transaction in connection with an Underwriting Agreement, dated May 22, 2023, by and among the Company, the Selling Stockholder and the Underwriter, each as defined therein, that will close on May 25, 2023, subject to satisfaction of customary closing conditions.
F4	Each Common Unit, together with a share of Class B Common Stock, may be converted by the holder into one share of Class A Common Stock at any time. The LLC Common Units do not expire.