Sec Form 4 Filing - Finkelstein Alex @ Flywire Corp - 2021-05-28

FORM 4 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 Finkelstein Alex 2. Issuer Name and Ticker or Trading Symbol Flywire Corp [ FLYW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLYWIRE CORPORATION, 141 TREMONT STREET, SUITE 10 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (Street) BOSTON, MA02111 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 05/28/2021 C 53,250 A 53,877 I See footnote ( 2 ) Class A Common Stock 05/28/2021 C 8,139,309 A 8,235,213 I See footnote ( 5 ) Class A Common Stock 05/28/2021 C 7,359 A 61,236 I See footnote ( 2 ) Class A Common Stock 05/28/2021 C 1,125,039 A 9,360,252 I See footnote ( 5 ) Class A Common Stock 05/28/2021 C 15,945 A 77,181 I See footnote ( 2 ) Class A Common Stock 05/28/2021 C 2,437,785 A 11,798,037 I See footnote ( 5 ) Class A Common Stock 05/28/2021 C 19,983 A 97,164 I See footnote ( 2 ) Class A Common Stock 05/28/2021 C 3,054,843 A 14,852,880 I See footnote ( 5 ) Class A Common Stock 05/28/2021 C 309 A 97,473 I See footnote ( 2 ) Class A Common Stock 05/28/2021 C 3,534 A 10,257 I See footnote ( 3 ) Class A Common Stock 05/28/2021 C 357,141 A 1,036,509 I See footnote ( 4 ) Class A Common Stock 05/28/2021 C 47,301 A 14,900,181 I See footnote ( 5 ) Class A Common Stock 05/28/2021 J( 6 ) 97,473 D 0 I See footnote ( 2 ) Class A Common Stock 05/28/2021 J( 6 ) 10,257 D 0 I See footnote ( 3 ) Class A Common Stock 05/28/2021 J( 6 ) 1,036,509 D 0 I See footnote ( 4 ) Class A Common Stock 05/28/2021 J( 6 ) 14,900,181 D 0 I See footnote ( 5 ) Voting Common Stock 05/28/2021 J( 6 ) 97,473 A 97,473 I See footnote ( 2 ) Voting Common Stock 05/28/2021 J( 6 ) 10,257 A 10,257 I See footnote ( 3 ) Voting Common Stock 05/28/2021 J( 6 ) 1,036,509 A 1,036,509 I See footnote ( 4 ) Voting Common Stock 05/28/2021 J( 6 ) 14,900,181 A 14,900,181 I See footnote ( 5 )

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 ( 1 ) 05/28/2021 C 53,250 ( 1 ) ( 1 ) Class A Common Stock 53,250 ( 1 ) 0 I See footnote ( 2 ) Series A Preferred Stock ( 1 ) 05/28/2021 C 8,139,309 ( 1 ) ( 1 ) Class A Common Stock 8,139,309 ( 1 ) 0 I See footnote ( 5 ) Series B-1 Preferred Stock ( 1 ) 05/28/2021 C 7,359 ( 1 ) ( 1 ) Class A Common Stock 7,359 ( 1 ) 0 I See footnote ( 2 ) Series B-1 Preferred Stock ( 1 ) 05/28/2021 C 1,125,039 ( 1 ) ( 1 ) Class A Common Stock 1,125,039 ( 1 ) 0 I See footnote ( 5 ) Series B Preferred Stock ( 1 ) 05/28/2021 C 15,945 ( 1 ) ( 1 ) Class A Common Stock 15,945 ( 1 ) 0 I See footnote ( 2 ) Series B Preferred Stock ( 1 ) 05/28/2021 C 2,437,785 ( 1 ) ( 1 ) Class A Common Stock 2,437,785 ( 1 ) 0 I See footnote ( 5 ) Series C Preferred Stock ( 1 ) 05/28/2021 C 19,983 ( 1 ) ( 1 ) Class A Common Stock 19,983 ( 1 ) 0 I See footnote ( 2 ) Series C Preferred Stock ( 1 ) 05/28/2021 C 3,054,843 ( 1 ) ( 1 ) Class A Common Stock 3,054,843 ( 1 ) 0 I See footnote ( 5 ) Series F-1 Preferred Stock ( 1 ) 05/28/2021 C 309 ( 1 ) ( 1 ) Class A Common Stock 309 ( 1 ) 0 I See footnote ( 2 ) Series F-1 Preferred Stock ( 1 ) 05/28/2021 C 3,534 ( 1 ) ( 1 ) Class A Common Stock 3,534 ( 1 ) 0 I See footnote ( 3 ) Series F-1 Preferred Stock ( 1 ) 05/28/2021 C 357,141 ( 1 ) ( 1 ) Class A Common Stock 357,141 ( 1 ) 0 I See footnote ( 4 ) Series F-1 Preferred Stock ( 1 ) 05/28/2021 C 47,301 ( 1 ) ( 1 ) Class A Common Stock 47,301 ( 1 ) 0 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finkelstein Alex C/O FLYWIRE CORPORATION 141 TREMONT STREET, SUITE 10 BOSTON, MA02111 X X Signatures /s/ Alex Finkelstein 05/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's preferred stock automatically converted on a one for one basis into Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares have no expiration date. ( 2 )These shares are held of record by Spark Capital Founders' Fund II, L.P. ("Spark Capital FF II"). Spark Management Partners II, LLC ("SMP II") is the general partner of Spark Capital FF II. Paul Conway, Bijan Sabet, Santo Politi, and the Reporting Person, a member of the Issuer's board of directors (the "Managing Members") are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 3 )These shares are held of record by Spark Capital Growth Founders' Fund, L.P. ("Spark Capital Growth FF"). Spark Growth Management Partners, LLC ("SGMP") is the general partner of Spark Capital Growth FF. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 4 )These shares are held of record by Spark Capital Growth Fund, L.P. ("Spark Capital Growth"). SGMP is the general partner of Spark Capital Growth. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 5 )These shares are held of record by Spark Capital II, L.P. ("Spark Capital II"). SMP II is the general partner of Spark Capital II. The Managing Members are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. ( 6 )Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class A Common Stock was automatically reclassified into one share of Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering.

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