4//SEC Filing
PASCHAL-ALCORN LISA JO 4
Accession 0001209191-22-043144
CIK 0001849253other
Filed
Jul 24, 8:00 PM ET
Accepted
Jul 25, 6:21 PM ET
Size
15.0 KB
Accession
0001209191-22-043144
Insider Transaction Report
Form 4
PASCHAL-ALCORN LISA JO
See Remarks
Transactions
- Tax Payment
Class B Common Stock
2022-07-22−3,379→ 145,439 total - Exercise/Conversion
Class B Common Stock
2022-07-22+11,531→ 148,818 total - Exercise/Conversion
Restricted LLC Units
2022-07-22−11,531→ 46,126 total→ Class A Common Stock (11,531 underlying) - Tax Payment
Common Units
2022-07-22$42.95/sh−3,379$145,128→ 145,439 total→ Class A Common Stock (3,379 underlying) - Exercise/Conversion
Common Units
2022-07-22+11,531→ 148,818 total→ Class A Common Stock (11,531 underlying)
Footnotes (4)
- [F1]Shares of Class B common stock, par value $0.001 per share, ("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 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, par value $0.001 ("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.
- [F2]Class B Common Stock is issued on a one for one basis for each Common Unit issued to the Reporting Person upon vesting of the Reporting Person's Restricted LLC Units.
- [F3]On July 23, 2021, the Reporting Person was Granted 57,657 Restricted LLC Units which vest 20% on each of July 22, 2022 through July 22, 2026. 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, subject to customary adjustments.
- [F4]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.
Documents
Issuer
RYAN SPECIALTY HOLDINGS, INC.
CIK 0001849253
Entity typeother
Related Parties
1- filerCIK 0001870017
Filing Metadata
- Form type
- 4
- Filed
- Jul 24, 8:00 PM ET
- Accepted
- Jul 25, 6:21 PM ET
- Size
- 15.0 KB