Katz Mark Stephen's Form 4 filing
Ryan Specialty Holdings, Inc.RYAN · filed Nov 12, 2024
- Accession no.
- 0001562180-24-007660
- Filed
- Nov 12, 2024
- Trade date
- Nov 8, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market sales total $1.06M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Katz Mark StephenCIK 0001869960 | Officer (EVP & General Counsel) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 8, 2024 | Class B Common Stock | CConversionDisposed | −5,000 | –F1 | – | 58,731 | Direct | |
| Nov 8, 2024 | Class A Common Stock | CConversionAcquired | +5,000 | $0.00 | $0 | 17,386 | Direct | |
| Nov 8, 2024 | Class A Common Stock | CConversionAcquired | +9,790 | –F2 | – | 27,176 | Direct | |
| Nov 8, 2024 | Class A Common Stock | SSaleDisposed | −14,790 | $71.39F3 | −$1,055,858.1 | 12,386 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 8, 2024 | Class A Common Stock | CConversionDisposed | −9,790 | –F5 | – | 485,000 | Direct | |
| Nov 8, 2024 | Class A Common Stock | CConversionDisposed | −5,000 | $0.00 | $0 | 58,731 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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 (the "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, par value $0.001 per share ("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.
Referenced by the price of 1 transaction in Table I.
- F2
The Class C Common Incentive Units were exchanged, pursuant to the terms of the LLC's operating agreement, for a number of Common Units determined by reference to (1) the Class C Common Incentive Units' Return Threshold and (2) adjustments for certain prior tax distributions made with respect to such Class C Common Incentive Units. Such Common Units were then immediately redeemed on a one-for-one basis for shares of Class A Common Stock.
Referenced by the price of 1 transaction in Table I.
- F3
The price reported is a weighted average price. These shares of Class A Common Stock of the Issuer were sold in multiple transactions ranging from $71.30 to $71.57, 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.
Referenced by the price of 1 transaction in Table I.
- F5
Represents Class C Common Incentive Units of the LLC which vest 10% each year on the anniversary of the grant date from July 21, 2024 until July 21, 2030, and 30% on the tenth anniversary 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 may be exchangeable into a number of Common Units as described in the prior footnote, which will then be immediately redeemed 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.
Referenced by the price of 1 transaction in Table II.