SEC Form SC 13D/A filed by Ryan Specialty Holdings Inc. (Amendment)

Explanatory Note

This Amendment No. 2 (this “Amendment”) further amends and supplements the Schedule 13D originally filed by Onex Corporation, Onex RSG LP, Onex RSG Holdings LP, Onex RSG GP Inc., Onex Private Equity Holdings LLC, and Gerald W. Schwartz on August 2, 2021 with respect to shares of Class A Common Stock of Ryan Specialty Holdings, Inc., as previously amended on May 24, 2023. Capitalized terms used herein but not defined herein shall have the respective meanings defined in the Schedule 13D as previously amended. The Schedule 13D is further amended hereby only as specifically set forth herein, provided that with respect to any Item amended herein, if such Item is incorporated by reference into any other Item in the Schedule 13D as previously amended, such incorporation by reference is also amended hereby.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by the addition of the following:

Without altering their collective beneficial ownership of shares of Class A Common Stock, the Reporting Persons expect to undertake an internal reorganization in which Onex RSG LP will become a direct subsidiary of Onex Corporation.  Accordingly, Onex Private Equity Holdings LLC will no longer beneficially own the shares owned by Onex Private Equity Holdings LLC.  Onex RSG Holdings LP, Onex Corporation and Mr. Schwartz will continue as beneficial owners of the same shares of Class A Common Stock.

Item 5. Interest in Securities of the Issuer.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 14, 2024