RYAN SPECIALTY HOLDINGS, INC. — Director's Dealing 2021

Jul 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RYAN SPECIALTY GROUP HOLDINGS, INC. (RYAN)
CIK: 0001849253
Period of Report: 2021-07-21

Reporting Person: PASCHAL-ALCORN LISA JO (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-21	Common Units [Obligation to Sell]	$	D	19740	Disposed		Class A Common Stock (19740)	Direct
2021-07-21	Class C Common Incentive Units [Right to Buy]	$23.50	A	11610	Acquired		Class A Common Stock (11610)	Direct
2021-07-21	Restricted LLC Units	$	A	57657	Acquired		Class A Common Stock (57657)	Direct

Footnotes

F1: Represents Common Units of Ryan Specialty Group, LLC ("Common Units") sold to the Issuer pursuant to the Mandatory Participation described in the Issuer's preliminary prospectus filed on July 12, 2021 for cash in an amount equal to the Issuer's initial public offering price per share less underwriting discounts and commissions. Such sale was approved by the Board of the Issuer for purposes of Rule 16(b)(3).

F2: The Reporting Person disclaims beneficial ownership except to the extent of her pecuniary interest therein.

F3: Represents Class C Common Incentive Units of Ryan Specialty Group, LLC which vest in equal amounts on the third, fourth and fifth anniversaries of the grant date. Such grant was approved by the Board of the Issuer for purposes of Rule 16(b)(3).The Class C Common Incentive Units will be exchangeable into Common Units, which will then be immediately redeemed on a one-for-one basis for Class A Common Stock, par value $0.001 ("Class A Common Stock"), of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange. The participation threshold of Class C Common Incentive Units equal to the initial public offering price of the Issuer's Class A Common Stock.

F4: Represents Restricted LLC Units of Ryan Specialty Group, LLC which vest 20% each year until July 21, 2026 on the anniversary of the grant date. 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. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer based on the value of Common Units and the fair market value of the Class A Common Stock at the time of the applicable exchange.