Nicholas Dominic Cortezi - Sep 3, 2024 Form 4 Insider Report for RYAN SPECIALTY HOLDINGS, INC. (RYAN)

Role
Director
Signature
/s/ Mark S. Katz, as Attorney-in-Fact
Stock symbol
RYAN
Transactions as of
Sep 3, 2024
Transactions value $
$0
Form type
4
Date filed
9/5/2024, 04:54 PM
Previous filing
Aug 30, 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 -430K -10.46% $0.00 3.68M Sep 3, 2024 By the Louise M. Cortezi Family Trust dated April 7, 2012 F1, F2
transaction RYAN Class A Common Stock Conversion of derivative security $0 +430K $0.00 430K Sep 3, 2024 By the Louise M. Cortezi Family Trust dated April 7, 2012
transaction RYAN Class B Common Stock Conversion of derivative security $0 -70K -10.05% $0.00 626K Sep 3, 2024 By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 F1, F2
transaction RYAN Class A Common Stock Conversion of derivative security $0 +70K $0.00 70K Sep 3, 2024 By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 F2
holding RYAN Class A Common Stock 2.7K Sep 3, 2024 Direct 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 $0 -70K -10.05% $0.00 626K Sep 3, 2024 Class A Common Stock 70K $0.00 By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 F2, F4
transaction RYAN Common Units Conversion of derivative security $0 -430K -10.46% $0.00 3.68M Sep 3, 2024 Class A Common Stock 430K $0.00 By the Louise M. Cortezi Family Trust dated April 7, 2012 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 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.
F4 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.