0001209191-23-024210.txt : 20230413 0001209191-23-024210.hdr.sgml : 20230413 20230413163020 ACCESSION NUMBER: 0001209191-23-024210 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230411 FILED AS OF DATE: 20230413 DATE AS OF CHANGE: 20230413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CORTEZI NICHOLAS DOMINIC CENTRAL INDEX KEY: 0001869971 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40645 FILM NUMBER: 23818704 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 2023-04-11 0 0001849253 RYAN SPECIALTY HOLDINGS, INC. RYAN 0001869971 CORTEZI NICHOLAS DOMINIC TWO PRUDENTIAL PLAZA 180 N. STETSON AVE., SUITE 4600 CHICAGO IL 60601 1 1 0 0 See Remarks 0 Class B Common Stock 2023-04-11 4 C 0 6171 0.00 D 5405528 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 2023-04-11 4 C 0 6171 0.00 A 6171 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 2023-04-11 4 S 0 6171 42.0284 D 0 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class B Common Stock 2023-04-12 4 C 0 1700 0.00 D 5403828 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 2023-04-12 4 C 0 1700 0.00 A 1700 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class A Common Stock 2023-04-12 4 S 0 1700 42.03 D 0 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Class B Common Stock 721572 I By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 Common Units 0.00 2023-04-11 4 C 0 6171 0.00 D Class A Common Stock 6171 5405528 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Common Units 0.00 2023-04-12 4 C 0 1700 0.00 D Class A Common Stock 1700 5403828 I By the Louise M. Cortezi Family Trust dated April 7, 2012 Common Units 0.00 Class A Common Stock 721752 721572 I By the Louise M. Cortezi Family Resource Trust dated January 1, 2018 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. The Reporting Person disclaims beneficial ownership except to the extent of their pecuniary interest therein. 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 $42.00 to $42.14, 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. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions ranging from $42.00 to $42.08, 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. 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. Chairman of Ryan Specialty Underwriting Managers Mark S. Katz, as Attorney-in-Fact 2023-04-13