Ryan Specialty (RYAN) Form 4 RYAN SPECIALTY / NICHOLAS DOMINIC CORTEZI ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CORTEZI NICHOLAS DOMINIC

(Last) (First) (Middle)

TWO PRUDENTIAL PLAZA

180 N. STETSON AVE., SUITE 4600

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock(1)	08/16/2023		C		25,000	D	$0.00	4,290,982	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/16/2023		C		25,000	A	$0.00	25,000	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/16/2023		S		25,000	D	$44.6772(3)	0	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock(1)	08/17/2023		C		25,000	D	$0.00	4,265,982	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/17/2023		C		25,000	A	$0.00	25,000	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/17/2023		S		25,000	D	$45.0545(4)	0	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock(1)	08/18/2023		C		4,283	D	$0.00	4,261,699	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/18/2023		C		4,283	A	$0.00	4,283	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class A Common Stock	08/18/2023		S		4,283	D	$44.6774(5)	0	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Class B Common Stock(1)								721,572	I(2)	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units	$0.00	08/16/2023		C			25,000	(6)	(6)	Class A Common Stock	25,000	(1)	4,290,982	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Common Units	$0.00	08/17/2023		C			25,000	(6)	(6)	Class A Common Stock	25,000	(1)	4,265,982	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Common Units	$0.00	08/18/2023		C			4,283	(6)	(6)	Class A Common Stock	4,283	(1)	4,261,699	I(2)	By the Louise M. Cortezi Family Trust dated April 7, 2012
Common Units	$0.00							(6)	(6)	Class A Common Stock	721,572		721,572	I(2)	By the Louise M. Cortezi Family Resource Trust dated January 1, 2018

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 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.

2. The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein.

3. 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 $44.06 to $44.94, 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.

4. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $44.46 to $45.27, 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.

5. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $44.18 to $44.86, 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.

6. 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.

Remarks:

	Mark S. Katz, as Attorney-in-Fact	08/18/2023
	** 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 4 (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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