0000899243-21-029324.txt : 20210721 0000899243-21-029324.hdr.sgml : 20210721 20210721183723 ACCESSION NUMBER: 0000899243-21-029324 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210721 FILED AS OF DATE: 20210721 DATE AS OF CHANGE: 20210721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KATZ MARK STEPHEN CENTRAL INDEX KEY: 0001869960 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40645 FILM NUMBER: 211105538 MAIL ADDRESS: STREET 1: 180 N. STETSON AVENUE, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RYAN SPECIALTY GROUP HOLDINGS, INC. CENTRAL INDEX KEY: 0001849253 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 180 NORTH STETSON AVENUE, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: (646) 604-3935 MAIL ADDRESS: STREET 1: 180 NORTH STETSON AVENUE, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: MAVERICK SPECIALTY, INC. DATE OF NAME CHANGE: 20210304 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-07-21 0 0001849253 RYAN SPECIALTY GROUP HOLDINGS, INC. RYAN 0001869960 KATZ MARK STEPHEN TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4600 CHICAGO IL 60601 0 1 0 0 See Remarks Class B Common Stock 62772 D Common Units Class A Common Stock 62772 D Shares of Class B Common Stock par value $0.001 ("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 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. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. 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, par value $0.001 ("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). Executive Vice President and General Counsel Exhibit List: Exhibit 24 - Power of Attorney /s/ Mark Katz 2021-07-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 July 21, 2021

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Jeremiah Bickham, Ian Ackerman, Craig Garvey and Robert
Goedert, signing singly, the undersigned's true and lawful attorney-in-fact to:
(i) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director and/or owner of greater than 10% of the
outstanding common stock of Ryan Specialty Group Holdings, Inc., a Delaware
Corporation (the "Company"), Forms 3, 4 and 5 (including any amendments,
supplements or exhibits thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder; (ii) do and perform
any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4 or 5 (including any
amendments, supplements or exhibits thereto) and timely file such form with the
United States Securities and Exchange Commission (the "SEC") and any stock
exchange or similar authority, including without limitation the filing of a Form
ID or any other documents necessary or appropriate to enable the undersigned to
file the Form 3, 4 and 5 electronically with the SEC; (iii) seek or obtain, as
the undersigned's representative and on the undersigned's behalf, information on
transactions in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to each of the
undersigned's attorneys-in-fact appointed by this Power of Attorney and ratifies
any such release of information; and (iv) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                        Signed and acknowledged:

                                          /s/ Mark S. Katz
                                        ---------------------------
                                         Name: Mark S. Katz