07/23/2025 | Press release | Distributed by Public on 07/23/2025 16:46
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted LLC Units | (2) | 07/22/2025 | M | 5,821 | (2) | (2) | Class A Common Stock | 5,821 | $ 0 | 46,568 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hamilton Janice M 155 NORTH WACKER DRIVE, SUITE 4000 CHICAGO, IL 60606 |
Chief Financial Officer | |||
| /s/ Mark S. Katz, as Attorney-in-Fact | 07/22/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Restricted LLC Units of New Ryan Specialty, LLC (the "LLC") vested and, at the option of the Issuer, settled into shares of Class A common stock of the Issuer. |
| (2) | Represents Restricted LLC Units of New Ryan Specialty, LLC granted on July 23, 2021 which vest 10% each year from July 22, 2024 to July 22, 2030 and 30% on July 22, 2031. 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 on vesting (i) one Common Unit of the LLC and one share of Class B common stock of the Issuer or (ii) at the option of the issuer, one share of Class A common stock of the Issuer. The Common Units are exchangeable on a one-for-one basis for Class A Common Stock of the Issuer. |