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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lehner Edward J.
(Last) (First) (Middle)
C/O RYERSON HOLDING CORPORATION
227 W. MONROE ST., 27TH FLOOR
(Street)
CHICAGO IL 60606
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ryerson Holding Corp [ RYI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock (par value ($0.01 per share) 05/03/2024 M 2,500 A $16.5 601,978.4833 D
Common Stock (par value ($0.01 per share) 05/06/2024 M 1,250 A $16.5 603,228.4833 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy) $16.5 05/03/2024 M 2,500 (1) 03/31/2031 Common Stock 2,500 $0 10,000 D
Employee Stock Options (right to buy) $16.5 05/06/2024 M 1,250 (1) 03/31/2031 Common Stock 1,250 $0 8,750 D
Explanation of Responses:
1. See Exhibit 99.1
Remarks:
Exhibit List Exhibit 99.1
/s/ Camilla Rykke Merrick, attorney-in-fact 05/06/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
Exhibit 99.1

Explanation of Responses

On March 31, 2021, the reporting person was granted 12,500 stock options, 1,250 of which vested on March 31, 2022, 2,500 of which vested on March 31, 2023, and 3,750 vested on March 31, 2024. The remaining 5,000 unvested stock options will vest on March 31, 2025; provided, however, that the remaining unvested stock options will only become exercisable in the event that the average closing price of the Company’s common stock during any consecutive 45 trading days within such year is equal to or greater than the respective target price for each year as set forth in the grant agreement, such target price equal to a 10% cumulative increase each year relative to the average closing price of the Company’s common stock during the five trading days immediately preceding the date of grant. Any options that do not vest on a specified vesting date will remain eligible to vest on the fifth anniversary of the grant date, if the average closing price of the Company’s common stock during any consecutive 45 trading days within such year is equal to or greater than the target price for such year, subject to the reporting person’s continued employment with the Company through such date.

Exhibit 99.1

Explanation of Responses

On March 31, 2021, the reporting person was granted 12,500 stock options, 1,250 of which vested on March 31, 2022, 2,500 of which vested on March 31, 2023, and 3,750 vested on March 31, 2024. The remaining 5,000 unvested stock options will vest on March 31, 2025; provided, however, that the remaining unvested stock options will only become exercisable in the event that the average closing price of the Company’s common stock during any consecutive 45 trading days within such year is equal to or greater than the respective target price for each year as set forth in the grant agreement, such target price equal to a 10% cumulative increase each year relative to the average closing price of the Company’s common stock during the five trading days immediately preceding the date of grant. Any options that do not vest on a specified vesting date will remain eligible to vest on the fifth anniversary of the grant date, if the average closing price of the Company’s common stock during any consecutive 45 trading days within such year is equal to or greater than the target price for such year, subject to the reporting person’s continued employment with the Company through such date.

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