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

Jul 21, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: KATZ MARK STEPHEN (See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	62772	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Class A Common Stock (62772)		Direct

Footnotes

F1: 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.

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

F3: 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).