Onex Form 4 RYAN SPECIALTY / GERALD W SCHWARTZ ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ONEX CORP

(Last)

(First)

(Middle)

161 BAY STREET, SUITE 4900

(Street)

TORONTO

M5J 2S1

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RYAN SPECIALTY GROUP HOLDINGS, INC. [ RYAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/22/2021		A		20,680,420⁽¹⁾	A	$22.325	20,680,420	I	See footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	07/22/2021		D		3,102,063⁽¹⁾	D	$22.325⁽⁵⁾	17,578,357	I	See footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	07/26/2021		D		5,122,645⁽²⁾	D	$22.325	12,455,712	I	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ONEX CORP

(Last)

(First)

(Middle)

161 BAY STREET, SUITE 4900

(Street)

TORONTO

M5J 2S1

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ GERALD W

(Last)

(First)

(Middle)

161 BAY STREET

(Street)

TORONTO

M5J 2S1

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Onex RSG LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 40TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Onex RSG Holdings LP

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 40TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Onex RSG GP Inc.

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 40TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Onex Private Equity Holdings LLC

(Last)

(First)

(Middle)

165 W CENTER STREET, SUITE 401

(Street)

MARION

43302

(City)

(State)

(Zip)

Explanation of Responses:

1. On July 23, 2021, the Issuer (i) issued 19,813,540 shares of Class A common stock to Onex RSG LP and 886,880 shares of Class A common stock to Onex RSG Holdings LP, and (ii) redeemed 2,972,033 shares of Class A common stock from Onex RSG LP and 130,030 shares of Class A common stock from Onex RSG Holdings LP in connection with the Organizational Transactions (as that term is defined in the Issuer's Registration Statement on Form S-1 (File No. 333-257233) (the "Registration Statement").

2. On July 26, 2021, the Issuer redeemed 4,907,914 shares of Class A common stock from Onex RSG LP and 214,731 shares of Class A common stock from Onex RSG Holdings LP in connection with the exercise in full of the underwriters' over-allotment option associated with the Issuer's initial public offering.

3. Following the transactions described above, (i) 11,933,593 shares of Class A common stock are held by Onex RSG LP and (ii) 522,119 shares of Class A common stock are held by Onex RSG Holdings LP.

4. Onex Corporation may be deemed to beneficially own the shares of Class A common stock held by Onex RSG LP and Onex RSG Holdings LP, through its ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of Onex RSG GP Inc., which is the general partner of Onex RSG LP and Onex RSG Holdings LP. Mr. Gerald W. Schwartz, the Chairman and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation, and as such may be deemed to beneficially own all of the shares of Class A common stock beneficially owned by Onex Corporation. Each of Onex RSG GP Inc., Onex Private Equity Holdings LLC, Onex Corporation and Mr. Schwartz disclaim beneficial ownership over the securities reported herein except to the extent of their pecuniary interests therein.

5. The redemption of the Class A shares was effectuated at a price of $22.325 per Class A share, which price is subject to an increase or decrease for the over- or under-payment of taxes, respectively, by the Common Blocker Entity (as defined in the Registration Statement) through the date of the effectiveness of the merger.

Remarks:

Robert LeBlanc currently serves on the board of directors of the Issuer as the Reporting Persons' representative, and therefore each of the Reporting Persons may be deemed a "director by deputization" of the Issuer. Power of Attorney incorporated by reference to Exhibit 99.3 to Amendment No. 1 to Schedule 13G filed with the Securities and Exchange Commission with respect to Fly Leasing Limited on April 3, 2017.

	Onex Corporation /s/ Andrea E. Daly, Managing Director - General Counsel of Onex Corporation, By: Andrea E. Daly, Managing Director - General Counsel	07/26/2021
	Onex RSG LP /s/ Todd Clegg, Vice President of Onex RSG GP Inc., the general partner of Onex RSG LP	07/26/2021
	Onex RSG Holdings LP /s/ Todd Clegg, Vice President of Onex RSG GP Inc., the general partner of Onex RSG Holdings LP	07/26/2021
	Onex RSG GP Inc. /s/ Todd Clegg, Vice President of Onex RSG GP Inc.	07/26/2021
	Onex Private Equity Holdings LLC /s/ Joshua Hausman, Director of Onex Private Equity Holdings LLC	07/26/2021
	/s/ Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz	07/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Onex (ONEX) Form 4RYAN SPECIALTY / GERALD W SCHWARTZ ownership change