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

    3/14/24 5:00:31 PM ET
    $RYAN
    Specialty Insurers
    Finance
    Get the next $RYAN alert in real time by email
    SC 13D/A 1 ff3135882_13da2-ryan.htm


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

    SCHEDULE 13D/A
    (Amendment No. 2)*
    Under the Securities Exchange Act of 1934

    RYAN SPECIALTY HOLDINGS, INC.
    (Name of Issuer)

    Class A Common Stock, par value $0.001 per share
    (Title of Class of Securities)

    78351F107
    (CUSIP Number)

    Colin Sam, Esq.
    c/o Onex Corporation
    161 Bay Street P.O. Box 700
    Toronto, ON, Canada M5J 2S1
    +1 (416) 362-7711
    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    March 12, 2024
    (Date of Event which Requires Filing of this Statement)
    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule 13D because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
    ____________
    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 2 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Onex Corporation
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Ontario, Canada
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    4,145,621
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    4,145,621
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    4,145,621
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    3.5%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     




     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 3 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Onex RSG LP
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    3,971,843
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    3,971,843
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    3,971,843
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    3.3%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     



     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 4 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Onex RSG Holdings LP
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    173,778
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    173,778
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    173,778
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    0.1%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    PN
     
     
     
     
     



     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 5 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Onex RSG GP Inc.
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    4,145,621
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    4,145,621
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    4,145,621
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    3.5%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    CO
     
     
     
     
     



     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 6 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Onex Private Equity Holdings LLC
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Delaware
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    4,145,621
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    4,145,621
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    4,145,621
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    3.5%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    OO
     
     
     
     
     



     CUSIP No.: 78351F107
    SCHEDULE 13D
     Page 7 of 9 Pages

    1
    NAMES OF REPORTING PERSONS
     
     
    Gerald W. Schwartz
     
     
     
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a)
    ☐
     
    (b)
    ☐
     
     
    3
    SEC USE ONLY
     
     
     
     
     
     
     
    4
    SOURCE OF FUNDS (SEE INSTRUCTIONS)
     
     
    N/A
     
     
     
     
    5
    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
     
    ☐
     
     
     
     
     
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
     
    Canada
     
     
     
     
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
    7
    SOLE VOTING POWER
     
     
    -0-
     
     
     
     
    8
    SHARED VOTING POWER
     
     
    4,145,621
     
     
     
     
    9
    SOLE DISPOSITIVE POWER
     
     
    -0-
     
     
     
     
    10
    SHARED DISPOSITIVE POWER
     
     
    4,145,621
     
     
     
     
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
     
    4,145,621
     
     
     
     
    12
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
     
    ☐
     
     
     
     
     
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     
     
    3.5%
     
     
     
     
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
     
     
    IN
     
     
     
     
     



    SCHEDULE 13D/A
    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.
    Item 5(e) is hereby amended and restated as follows:
     
    (e)
    As of the date hereof, the Reporting Persons beneficially own less than 5% of the outstanding shares of Class A Common Stock.










    SIGNATURE
     
    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
     
    Onex Corporation
     
           
     
    By:
    /s/ David Copeland
     
     
    Name:
    David Copeland
     
     
    Title:  
    Managing Director - Taxation 
     
     
     

       
     
    Onex RSG LP
    By: Onex RSG GP Inc., its general partner
     
           
     
    By:
    /s/ Robert Le Blanc
     
     
    Name:
    Robert Le Blanc
     
     
    Title:  
    President
     
     
     

     
     
    Onex RSG Holdings LP
    By: Onex RSG GP Inc., its general partner
     
           
     
    By:
    /s/ Robert Le Blanc
     
     
    Name:
    Robert Le Blanc
     
     
    Title:  
    President
     
     
     

     
     
    Onex RSG GP Inc.
     
         
     
    By:
    /s/ Robert Le Blanc
     
     
    Name:
    Robert Le Blanc
     
     
    Title:  
    President
     
     
     

     
     
    Onex Private Equity Holdings LLC
     
           
     
    By:
    /s/ Joshua Hausman
     
     
    Name:
    Joshua Hausman
     
     
    Title:  
    Director
     
     
     

       
     
    Gerald W. Schwartz
     
           
     
    By:
    /s/ Christopher A. Govan
     
     
    Name:
    Christopher A. Govan
     
     
    Title:  
    Attorney-in-fact 
     

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      BOSTON and WESTPORT, Conn., Nov. 4, 2024 /PRNewswire/ -- Abry Partners, a Boston-based private equity firm, and BHMS Investments, LP, a Connecticut-based private equity firm, have completed the sale of Innovisk to Ryan Specialty (NYSE:RYAN), a leading international specialty insurance services firm. Innovisk was founded in 2017 and consists of a diverse, non-correlated portfolio of seven highly regarded specialty MGUs. Innovisk's lines of business include environmental, transactional liability, U.S. and international financial lines, professional liability for lawyers, commercial auto liability, and UK professional indemnity and P&C. Headquartered in London, Innovisk also has offices in the

      11/4/24 4:02:00 PM ET
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    • Ryan Specialty in Final Discussions to Acquire Innovisk Capital Partners

      Ryan Specialty (NYSE:RYAN), a leading international specialty insurance services firm, is in final discussions to acquire Innovisk Capital Partners ("Innovisk") from Abry Partners ("Abry") and BHMS Investments, LP ("BHMS"). As a result of the acquisition, Innovisk would become a part of Ryan Specialty Underwriting Managers ("RSUM"), the underwriting management segment within Ryan Specialty. The acquisition is expected to close early next month. Innovisk was founded in 2017 and consists of a diverse, non-correlated portfolio of seven highly regarded specialty MGUs. Innovisk's lines of business include environmental, transactional liability, US and international financial lines, professional

      10/30/24 4:05:00 PM ET
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    • Ryan Specialty Completes Acquisition of Certain Assets of EverSports & Entertainment Insurance

      Ryan Specialty (NYSE:RYAN), a leading international specialty insurance firm, is pleased to announce that today it has completed the acquisition of certain assets of EverSports & Entertainment Insurance, Inc. ("EverSports") from the Everest Group, Ltd. (NYSE:EG) group of companies. EverSports is a managing general underwriter focused on sports, leisure and entertainment ("SLE") risks and is based in Carmel, Indiana. Founded in 2013, EverSports is a leader in the SLE insurance industry with broad diversification across the various SLE sub-classes (amusement facilities, amateur sports, touring artists, etc.). The relevant business will join Alive Risk, Ryan Specialty's existing SLE facility,

      10/1/24 4:05:00 PM ET
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    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    • Amendment: SEC Form SC 13G/A filed by Ryan Specialty Holdings Inc.

      SC 13G/A - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Subject)

      11/13/24 4:05:17 PM ET
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      Specialty Insurers
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    • SEC Form SC 13G filed by Ryan Specialty Holdings Inc.

      SC 13G - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Subject)

      11/13/24 2:59:53 PM ET
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      Specialty Insurers
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    • SEC Form SC 13D/A filed by Ryan Specialty Holdings Inc. (Amendment)

      SC 13D/A - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Subject)

      3/14/24 5:00:31 PM ET
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    SEC Filings

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    • Amendment: SEC Form SCHEDULE 13G/A filed by Ryan Specialty Holdings Inc.

      SCHEDULE 13G/A - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Subject)

      5/8/25 8:03:22 PM ET
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    • SEC Form 10-Q filed by Ryan Specialty Holdings Inc.

      10-Q - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Filer)

      5/2/25 7:24:09 AM ET
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    • Ryan Specialty Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

      8-K - RYAN SPECIALTY HOLDINGS, INC. (0001849253) (Filer)

      5/1/25 4:06:46 PM ET
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