UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Common Units [Obligation to Sell] (4) | (4) | (4) | Class A Common Stock | 20,861,109 | $ (4) | I (1) | See Footnote (2) |
Common Units (5) | (5) | (5) | Class A Common Stock | 45,717,121 | $ (5) | I (1) | By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 |
Common Units (5) | (5) | (5) | Class A Common Stock | 45,686,702 | $ (5) | I (1) | By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 |
Common Units (5) | (5) | (5) | Class A Common Stock | 14,600,643 | $ (5) | I (1) | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RYAN PATRICK G TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4600 CHICAGO, IL 60601 |
X | X | Chief Executive Officer |
/s/ Mark Katz, as Attorney-in-Fact | 07/21/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(2) | Represents Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer and certain Common Units [Obligation to Sell] of Ryan Specialty Group, LLC held in trusts and other entities for the benefit of the Reporting Person's family members and, in the case of the Class B Common Stock, par value $0.001 ("Class B Common Stock) of the Issuer, Common Units ("Common Units") of Ryan Specialty Group, LLC and certain Common Units [Obligation to Sell] of Ryan Specialty Group in a revocable investment entity for the benefit of employees of affiliates of the Issuer at the Reporting Person's discretion. |
(3) | Shares of 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 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. |
(4) | Represents Common Units to be sold to the Issuer pursuant to the Mandatory Participation described in the Issuer's preliminary prospectus filed on July 12, 2021. |
(5) | 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 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: Exhibit List: Exhibit 24 - Power of Attorney |