Patrick G Ryan JR Form 3 RYAN SPECIALTY / PATRICK G RYAN JR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL 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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1. Name and Address of Reporting Person^*

RYAN PATRICK G JR

(Last) (First) (Middle)

155 NORTH WACKER DRIVE, SUITE 4000

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

3. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY HOLDINGS, INC. [ RYAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	252,135	D
Class A Common Stock	400,695	I	By Trusts(1)
Class B Common Stock	5,574,738	I	By Trusts(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	5,574,738	(2)	I	By Trusts(1)

Explanation of Responses:

1. Equity (shares of Class A Common Stock of Ryan Specialty Holdings, Inc. (the "Issuer"), Class B Common Stock of the Issuer and Common Units of New Ryan Specialty. LLC (the "LLC"), as the case may be) is held in trusts, for which the reporting person is trustee, which trusts are for the benefit of the reporting person and/or his family members. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

2. 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 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 adjustment, 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.

	/s/ Mark S. Katz, as Attorney-in-Fact	01/11/2024
	** 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).
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