Form 4 for RYAN RYAN SPECIALTY HOLDINGS, INC.
Accepted 2023-05-24 00:00:00 ET · period of report 2023-05-22 · accession 0001209191-23-031897 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2023-05-24 | 2023-05-22 | RYAN | TURNER TIMOTHY WILLIAM | Pres, Dir | C - Cnv Deriv | $0.00 | 0 | 694.0K | New | $0 |
| D | 2023-05-24 | 2023-05-22 | RYAN | TURNER TIMOTHY WILLIAM | Pres, Dir | S - Sale | $43.45 | -689.9K | 4,058 | -99% | -$29.98M |
| D | 2023-05-24 | 2023-05-22 | RYAN | TURNER TIMOTHY WILLIAM | Pres, Dir | C - Cnv Deriv | — | -689.9K | 4.16M | -14% | — |
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 B Common Stock | 2023-05-22 | C | D | 689,909 | $0.00 | 4,156,186 | D | — | — | (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. |
| 2 | Common | Class A Common Stock | 2023-05-22 | C | A | 689,909 | $0.00 | 693,967 | D | — | — | (F2) The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
| 3 | Common | Class A Common Stock | 2023-05-22 | S | D | 689,909 | $43.45 | 4,058 | D | — | — | (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. (F2) The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
| 4 | Derivative | Common Units | 2023-05-22 | C | D | 689,909 | — | 4,156,186 | D | $0.00 · — to — | 689,909 Class A Common Stock | (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. (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. |