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: RYAN PATRICK G (Director, Chief Executive Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	5770162	Indirect
Class A Common Stock	5770162	Indirect
Class A Common Stock	668199	Indirect
Class B Common Stock	45717121	Indirect
Class B Common Stock	45686702	Indirect
Class B Common Stock	14600643	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units [Obligation to Sell]	$		Class A Common Stock (20861109)		Indirect
Common Units	$		Class A Common Stock (45717121)		Indirect
Common Units	$		Class A Common Stock (45686702)		Indirect
Common Units	$		Class A Common Stock (14600643)		Indirect

Footnotes

F1: The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F2: Represents Class A Common Stock, par value $0.001 ("Class A Common Stock") of the Issuer and certain Common Units [Obligation to Sell] of Ryan Specialty Group, LLC held in trusts and other entities for the benefit of the Reporting Person's family members and, in the case of the Class B Common Stock, par value $0.001 ("Class B Common Stock) of the Issuer, Common Units ("Common Units") of Ryan Specialty Group, LLC and certain Common Units [Obligation to Sell] of Ryan Specialty Group in a revocable investment entity for the benefit of employees of affiliates of the Issuer at the Reporting Person's discretion.

F3: Shares of 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 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.

F4: Represents Common Units to be sold to the Issuer pursuant to the Mandatory Participation described in the Issuer's preliminary prospectus filed on July 12, 2021.

F5: 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 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).