0001209191-23-023807.txt : 20230407
0001209191-23-023807.hdr.sgml : 20230407
20230407164233
ACCESSION NUMBER: 0001209191-23-023807
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230403
FILED AS OF DATE: 20230407
DATE AS OF CHANGE: 20230407
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PASCHAL-ALCORN LISA JO
CENTRAL INDEX KEY: 0001870017
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40645
FILM NUMBER: 23809085
MAIL ADDRESS:
STREET 1: 180 N. STETSON AVENUE, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60601
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: RYAN SPECIALTY 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: RYAN SPECIALTY GROUP HOLDINGS, INC.
DATE OF NAME CHANGE: 20210511
FORMER COMPANY:
FORMER CONFORMED NAME: MAVERICK SPECIALTY, INC.
DATE OF NAME CHANGE: 20210304
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-04-03
0
0001849253
RYAN SPECIALTY HOLDINGS, INC.
RYAN
0001870017
PASCHAL-ALCORN LISA JO
TWO PRUDENTIAL PLAZA
180 N. STETSON AVE.
CHICAGO
IL
60601
0
1
0
0
See Remarks
0
Class B Common Stock
2023-04-03
4
M
0
491
A
145930
D
Class B Common Stock
2023-04-03
4
F
0
144
D
145786
D
Restricted LLC Units
2023-04-03
4
M
0
491
0.00
D
Class A Common Stock
491
981
D
Common Units
2023-04-03
4
M
0
491
0.00
A
Class A Common Stock
491
145930
D
Common Units
2023-04-03
4
F
0
144
40.24
D
Class A Common Stock
144
145786
D
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 of the Issuer, an equal number of shares of the Issuer's Class B Common Stock will be cancelled for no consideration.
Class B Common Stock is issued on a one-for-one basis for each Common Unit issued to the Reporting Person upon vesting of the Reporting Person's Restricted LLC Units.
On March 18, 2022, the Reporting Person was granted 1,472 Restricted LLC Units which vest in three equal installments on April 1, 2023, 2024, and 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, or at the Issuer's option, one share of Class A Common Stock. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock, subject to applicable adjustments.
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.
Senior Vice President and Chief Human Resource Officer
/s/ Mark S. Katz, as Attorney-in-Fact
2023-04-07