InsiderTrades

Form 4 for RYAN RYAN SPECIALTY HOLDINGS, INC.

Accepted 2023-07-14 00:00:00 ET · period of report 2023-07-12 · accession 0001209191-23-042288 · 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
DMI 2023-07-14 2023-07-12+ RYAN CORTEZI NICHOLAS DOMINIC Dir C - Cnv Deriv $0.00 0 4.77M New $0
DMI 2023-07-14 2023-07-12+ RYAN CORTEZI NICHOLAS DOMINIC Dir S - Sale $44.65 -50.0K 0 -100% -$2.23M
DMI 2023-07-14 2023-07-12+ RYAN CORTEZI NICHOLAS DOMINIC Dir C - Cnv Deriv — -50.0K 4.80M -1% —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Class B Common Stock 2023-07-12 C D 25,000 $0.00 4,795,895 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F1) Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in Ryan Specialty Holdings, Inc. (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 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 their pecuniary interest therein.
2 Common Class A Common Stock 2023-07-13 C A 25,000 $0.00 25,000 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F2) The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
3 Common Class A Common Stock 2023-07-12 S D 25,000 $44.68 0 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F3) The price reported is a weighted average price. These shares of Class A Common Stock, par value $0.001 per share, ("Class A Common Stock") were sold in multiple transactions ranging from $44.43 to $45.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022. (F2) The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
4 Common Class A Common Stock 2023-07-13 S D 25,000 $44.61 0 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F4) The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $44.47 to $44.83, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A Common Stock sold at each separate price in the ranges set forth in this footnote. The securities were sold pursuant to a 10b5-1 plan entered into on December 14, 2022. (F2) The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
5 Common Class A Common Stock 2023-07-12 C A 25,000 $0.00 25,000 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F2) The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.
6 Common Class B Common Stock 2023-07-13 C D 25,000 $0.00 4,770,895 I By the Louise M. Cortezi Family Trust dated April 7, 2012 — — (F1) Shares of Class B Common Stock, par value $0.001 per share, ("Class B Common Stock") do not represent economic interests in Ryan Specialty Holdings, Inc. (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 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 their pecuniary interest therein.
7 Derivative Common Units 2023-07-13 C D 25,000 — 4,770,895 I By the Louise M. Cortezi Family Trust dated April 7, 2012 $0.00 · — to — 25,000 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 Ryan Specialty Holdings, Inc. (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 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 their pecuniary interest therein. (F5) 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 (together with the delivery of an equal number of shares of Class B Common Stock) 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.
8 Derivative Common Units 2023-07-12 C D 25,000 — 4,795,895 I By the Louise M. Cortezi Family Trust dated April 7, 2012 $0.00 · — to — 25,000 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 Ryan Specialty Holdings, Inc. (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 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 their pecuniary interest therein. (F5) 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 (together with the delivery of an equal number of shares of Class B Common Stock) 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.