Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ 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 BAIN CAPITAL VENTURE INVESTORS, LLC 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) 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2021 (Street) BOSTON, MA02116 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 05/28/2021 C 554,376 A 6,866,742 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Class A Common Stock 05/28/2021 C 1,540,935 A 8,407,677 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Class A Common Stock 05/28/2021 C 166,437 A 8,574,114 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Class A Common Stock 05/28/2021 C 7,700,250 A 16,274,364 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Class A Common Stock 05/28/2021 J( 2 ) 16,274,364 D 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Voting Common Stock 05/28/2021 J( 2 ) 16,274,364 A 16,274,364 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 )

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 554,376 ( 1 ) ( 1 ) Class A Common Stock 554,376 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Series B Preferred Stock ( 1 ) 05/28/2021 C 1,540,935 ( 1 ) ( 1 ) Class A Common Stock 1,540,935 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Series B-1 Preferred Stock ( 1 ) 05/28/2021 C 166,437 ( 1 ) ( 1 ) Class A Common Stock 166,437 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) Series C Preferred Stock ( 1 ) 05/28/2021 C 7,700,250 ( 1 ) ( 1 ) Class A Common Stock 7,700,250 ( 1 ) 0 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAIN CAPITAL VENTURE INVESTORS, LLC 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Venture Coinvestment Fund II, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCV 2019-MD Coinvestment II, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Venture Coinvestment II Investors, LLC 200 CLARENDON STREET BOSTON, MA02116 X BAIN CAPITAL VENTURE FUND 2014, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Venture Partners 2014, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Venture Fund 2016, L.P. 200 CLARENDON STREET BOSTON, MA02116 X Bain Capital Venture Partners 2016, L.P. 200 CLARENDON STREET BOSTON, MA02116 X BCIP Venture Associates 200 CLARENDON STREET BOSTON, MA02116 X BCIP VENTURE ASSOCIATES-B 200 CLARENDON STREET BOSTON, MA02116 X Signatures Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Fund 2014, L.P., By: Bain Capital Venture Partners 2014, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Fund 2016, L.P., By: Bain Capital Venture Partners 2016, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Partners 2016, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Coinvestment Fund II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date BCV 2019-MD Coinvestment II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date Bain Capital Venture Coinvestment II Investors, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 06/01/2021 Signature of Reporting Person Date BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 06/01/2021 Signature of Reporting Person Date BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 06/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A, Series B, Series B-1 and Series C Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares had no expiration date. ( 2 )Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class A Common Stock was reclassified into one share of the Issuer's Voting Common Stock following the Conversion and immediately prior to the closing of the Issuer's initial public offering (the "Reclassification"). ( 3 )In the Conversion, the 488,607 shares of Series A Preferred Stock, 915,603 shares of Series B Preferred Stock and 6,819,693 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") automatically converted into an aggregate of 8,223,903 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2014 held 13,573,035 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 13,573,035 shares of the Issuer's Voting Common Stock in the Reclassification. ( 4 )In the Conversion, the 11,376 shares of Series A Preferred Stock, 245,901 shares of Series B Preferred Stock and 64,047 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") automatically converted into an aggregate of 321,324 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2016 held 665,271 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 665,271 shares of the Issuer's Voting Common Stock in the Reclassification. ( 5 )In the Conversion, the 49,803 shares of Series A Preferred Stock, 93,345 shares of Series B Preferred Stock and 695,265 shares of Series C Preferred Stock held by BCIP Venture Associates ("BCIP Venture") automatically converted into an aggregate of 838,413 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture held 1,383,753 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 1,383,753 shares of the Issuer's Voting Common Stock in the Reclassification. ( 6 )In the Conversion, the 3,357 shares of Series A Preferred Stock, 6,279 shares of Series B Preferred Stock and 46,773 shares of Series C Preferred Stock held by BCIP Venture Associates-B ("BCIP Venture-B") automatically converted into an aggregate of 56,409 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture-B held 93,096 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 93,096 shares of the Issuer's Voting Common Stock in the Reclassification. ( 7 )In the Conversion, the 1,137 shares of Series A Preferred Stock, 47,454 shares of Series B Preferred Stock, 15,030 shares of Series B-1 Preferred Stock and 12,504 shares of Series C Preferred Stock held by BCIP Venture Associates II, LP ("BCIP Venture II") automatically converted into an aggregate of 76,125 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II held 110,520 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 110,520 shares of the Issuer's Voting Common Stock in the Reclassification. ( 8 )In the Conversion, the 96 shares of Series A Preferred Stock, 3,402 shares of Series B Preferred Stock, 888 shares of Series B-1 Preferred Stock and 894 shares of Series C Preferred Stock held by BCIP Venture Associates II-B, LP ("BCIP Venture II-B") automatically converted into an aggregate of 5,280 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II-B held 8,145 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 8,145 shares of the Issuer's Voting Common Stock in the Reclassification. ( 9 )In the Conversion, the 220,146 shares of Series B Preferred Stock, 144,729 shares of Series B-1 Preferred Stock and 58,725 shares of Series C Preferred Stock held by Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") automatically converted into an aggregate of 423,600 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Coinvestment Fund II held 423,600 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 423,600 shares of the Issuer's Voting Common Stock in the Reclassification. ( 10 )In the Conversion, the 8,805 shares of Series B Preferred Stock, 5,790 shares of Series B-1 Preferred Stock and 2,349 shares of Series C Preferred Stock held by BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II" and, together with Venture Fund 2014, Venture Fund 2016, BCIP Venture, BCIP Venture-B, BCIP Venture II, BCIP Venture II-B and Venture Coinvestment Fund II, the "Bain Capital Venture Entities") automatically converted into an aggregate of 16,944 shares of the Issuer's Class A Common Stock. Following the Conversion, 2019-MD Coinvestment II held 16,944 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 16,944 shares of the Issuer's Voting Common Stock in the Reclassification. ( 11 )Bain Capital Venture Investors, LLC ("BCVI") is (i) the general partner of Bain Capital Venture Partners 2014, L.P. ("Venture Partners 2014"), which is the general partner of Venture Fund 2014, (ii) the general partner of Bain Capital Venture Partners 2016, L.P. ("Venture Partners 2016"), which is the general partner of Venture Fund 2016 and (iii) the manager of Bain Capital Venture Coinvestment II Investors, LLC ("Venture Coinvestment II Investors"), which is the general partner of each of Venture Coinvestment Fund II and 2019-MD Coinvestment II. Boylston Coinvestors, LLC is (i) the managing partner of each of BCIP Venture and BCIP Venture-B and (ii) the general partner of each of BCIP Venture II and BCIP Venture II-B. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal. ( 12 )(Continued From Footnote 11) As a result, each of BCVI, Venture Partners 2014, Venture Partners 2016, Venture Coinvestment II Investors and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. Each of BCVI, Venture Partners 2014, Venture Partners 2016, Venture Coinvestment II Investors and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

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