NICHOLAS DOMINIC CORTEZI - 21 Jul 2021 Form 3 Insider Report for RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)

Role
Chairman of RSG Underwriting Managers Exhibit List: Exhibit 24 - Power of Attorney, Director
Signature
/s/ Mark Katz, as Attorney-in-Fact
Issuer symbol
RYAN
Transactions as of
21 Jul 2021
Transactions value $
$0
Form type
3
Filing time
21 Jul 2021, 18:34:18 UTC
Next filing
13 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RYAN Class B Common Stock 722K 21 Jul 2021 By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 F1, F2
holding RYAN Class B Common Stock 5.41M 21 Jul 2021 By the Louise M. Cortezi Family Trust dated April 7, 2012 F1, F2

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
holding RYAN Common Units 21 Jul 2021 Class A Common Stock 722K By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 F2, F3
holding RYAN Common Units 21 Jul 2021 Class A Common Stock 5.41M By the Louise M. Cortezi Family Trust dated April 7, 2012 F3
* 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 ("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 Ryan Specialty Group, LLC that are held by the Reporting Person and reported in Table II hereof, 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 Pursuant to the Sixth Amended and Restated Limited Liability Company Agreement of Ryan Specialty Group, 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, par value $0.001 ("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).

Remarks:

Chairman of RSG Underwriting Managers Exhibit List: Exhibit 24 - Power of Attorney