| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [ RYAN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Class A Common Stock | 4,442 | D | |
| Class B Common Stock(1) | 141,826 | D |
| 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: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
|---|---|---|---|---|---|---|---|
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Common Units | (2) | (2) | Class A Common Stock | 141,826 | (2) | D | |
| Class C Common Incentive Units [Right to Buy] | (4) | (4) | Class A Common Stock | 28,318 | 23.38(3) | D | |
| Restricted LLC Units | (5) | (5) | Class A Common Stock | 52,389 | (5) | D | |
| Restricted LLC Units | (6) | (6) | Class A Common Stock | 458 | (6) | D | |
| Explanation of Responses: |
| 1. 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. |
| 2. Pursuant to the Amended and Restated Limited Liability Company Agreement of New Ryan Specialty, LLC (the "LLC"), as amended, the reporting person may exchange all or a portion of such person's Common Units of the LLC (together with the delivery of an equal number of shares of Class B Common Stock of the Issuer) 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. |
| 3. The Class C Common Incentive Units' participation threshold is used to determine the value of such units and, by extension, the number of shares of Class A Common Stock into which such units may be ultimately converted. The current participation threshold of such units is $23.38. The units had a participation threshold of $23.50 when issued, which, pursuant to the terms of the operating agreement of the LLC, is reduced on a one-for-one basis for each distribution from the LLC with respect to its Common Units. The LLC has made three distributions for a total amount of $0.12 per unit with respect to its Common Units since the reporting person's Class C Common Incentive Units were issued. |
| 4. Represents Class C Common Incentive Units of New Ryan Specialty, LLC which vest in equal amounts on the third, fourth and fifth anniversaries of the grant date, July 22, 2021. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Once vested, the Class C Common Incentive Units may be exchanged into a number of Common Units to be determined based on its participation threshold which will then be immediately redeemed on a one-for-one basis for Class A Common Stock. |
| 5. Represents Restricted LLC Units of New Ryan Specialty, LLC granted on July 22, 2021 which vest 10% each year on the anniversary of the grant date from July 22, 2024 to July 22, 2030 and 30% on July 22, 2031. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit and one share of Class B Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer. |
| 6. Represents Restricted LLC Units of New Ryan Specialty, LLC granted on March 18, 2022 which vest on April1, 2025. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3). Each Restricted LLC Unit represents a contingent right to receive one Common Unit and one share of Class B Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer. |
| Remarks: |
| /s/ Mark S. Katz, as Attorney-in-Fact | 10/08/2024 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.