Sec Form 3 Filing - RYAN PATRICK G @ RYAN SPECIALTY GROUP HOLDINGS, INC. - 2021-07-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RYAN PATRICK G 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) TWO PRUDENTIAL PLAZA, 180 N. STETSON AVENUE, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) CHICAGO, IL60601 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 5,770,162 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 Class A Common Stock 5,770,162 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 Class A Common Stock 668,199 I ( 1 ) See Footnote ( 2 ) Class B Common Stock ( 3 ) 45,717,121 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 Class B Common Stock ( 3 ) 45,686,702 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 Class B Common Stock ( 3 ) 14,600,643 I ( 1 ) See Footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units [Obligation to Sell] ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 20,861,109 I ( 1 ) See Footnote ( 2 ) Common Units ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 45,717,121 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Patrick G. Ryan Living Trust dated July 10, 2001 Common Units ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 45,686,702 I ( 1 ) By Reporting Person and Spouse, as co-trustees of Shirley W. Ryan Living Trust dated July 10, 2001 Common Units ( 5 ) ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 14,600,643 I ( 1 ) See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RYAN PATRICK G TWO PRUDENTIAL PLAZA 180 N. STETSON AVENUE, SUITE 4600 CHICAGO, IL60601 X X Chief Executive Officer Signatures /s/ Mark Katz, as Attorney-in-Fact 07/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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).

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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