Form 4 for RYAN RYAN SPECIALTY HOLDINGS, INC.
Accepted 2021-07-26 00:00:00 ET · period of report 2021-07-22 · accession 0000899243-21-029873 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2021-07-26 | 2021-07-22+ | RYAN | Onex Private Equity Holdings LLC | Dir, 10% | D - Sale to Iss | $22.33 | -8.22M | 17.58M | -32% | -$183.66M |
| I | 2021-07-26 | 2021-07-22 | RYAN | Onex Private Equity Holdings LLC | Dir, 10% | A - Grant | $22.33 | +20.68M | 20.68M | New | +$461.79M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-07-26 | D | D | 5,122,645 | $22.33 | 12,455,712 | I See footnotes | — | — | (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. |
| 2 | Common | Class A Common Stock | 2021-07-22 | A | A | 20,680,420 | $22.33 | 20,680,420 | I See footnotes | — | — | (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"). (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. |
| 3 | Common | Class A Common Stock | 2021-07-22 | D | D | 3,102,063 | $22.33 | 17,578,357 | I See footnotes | — | — | (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"). (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. (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. |