Sec Form 3 Filing - Ossa Investments Pte. Ltd. @ Flywire Corp - 2021-05-25

Insider filing report for Changes in Beneficial Ownership
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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
Ossa Investments Pte. Ltd.
2. Issuer Name and Ticker or Trading Symbol
Flywire Corp [ FLYW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
60B ORCHARD ROAD, #06-18 TOWER 2,, THE ATRIUM@ORCHARD
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2021
(Street)
SINGAPORE, U0238891
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 1,121,280 D ( 1 )
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
Series A preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 97,173 D ( 1 )
Series B preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 2,100,129 D ( 1 )
Series C preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 547,008 D ( 1 )
Series D preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 6,625,002 D ( 1 )
Series E-2 preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class B common stock 1,873,320 D ( 1 )
Series F preferred stock ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 144,981 D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ossa Investments Pte. Ltd.
60B ORCHARD ROAD, #06-18 TOWER 2,
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Hotham Investments Pte. Ltd.
60B ORCHARD ROAD, #06-18 TOWER 2,
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Fullerton Management Pte Ltd
60B ORCHARD ROAD, #06-18 TOWER 2,
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Temasek Holdings (Private) Ltd
60B ORCHARD ROAD, #06-18 TOWER 2,
THE ATRIUM@ORCHARD
SINGAPORE, U0238891
X
Signatures
Ossa Investments Pte. Ltd., By: /s/ Han Sack Teng, Director 05/25/2021
Signature of Reporting Person Date
Hotham Investments Pte. Ltd., By: /s/ Han Sack Teng, Director 05/25/2021
Signature of Reporting Person Date
Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director 05/25/2021
Signature of Reporting Person Date
Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory 05/25/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held of record by Ossa Investments Pte. Ltd. ("Ossa Investments"), which is a direct wholly-owned subsidiary of Hotham Investments Pte. Ltd. ("Hotham"). Hotham is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Hotham, FMPL and Temasek Holdings may therefore be deemed to have or share beneficial ownership of the securities held by Ossa Investments.
( 2 )Each share of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series F preferred stock is convertible, at the option of the holder, into one share of Class A common stock and each share of Series E-2 preferred stock is convertible, at the option of the holder, into one share of Class B common stock, in each case without payment or further consideration and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, each share of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series F preferred stock will automatically convert into one share of Class A common stock and each share of Series E-2 preferred stock will automatically convert into one share of Class B common stock, in each case without payment or further consideration.
( 3 )(Continued from footnote 2) Immediately thereafter, but still prior to the completion of the initial public offering, the Class A common stock and Class B common stock will be reclassified into voting common stock and non-voting common stock, respectively.

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