Sec Form 4 Filing - Finkelstein Alex @ Flywire Corp - 2022-11-10

Insider filing report for Changes in Beneficial Ownership
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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 _____ 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)
11/10/2022
(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
Voting Common Stock 11/10/2022 J( 1 ) 2,987,196 D $ 0 0 I See footnote( 2 )
Voting Common Stock 11/10/2022 J( 3 ) 768,981 A $ 0 768,981 I See footnote( 4 )
Voting Common Stock 11/10/2022 J( 5 ) 768,981 D $ 0 0 I See footnote( 4 )
Voting Common Stock 11/10/2022 J( 6 ) 19,541 D $ 0 0 I See footnote( 7 )
Voting Common Stock 11/10/2022 J( 8 ) 4,998 A $ 0 27,309 I See footnote( 9 )
Voting Common Stock 11/10/2022 J( 10 ) 57,674 A $ 0 294,180 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 (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
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
Signatures
/s/ Alex Finkelstein 11/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital II, L.P. ("Spark Capital II") to its partners.
( 2 )These shares are held of record by Spark Capital II. Spark Management Partners II, LLC ("SMP II") is the general partner of Spark Capital II. The Reporting Person is a managing member of SMP II. The Reporting Person may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Reporting Person disclaims 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 )Represents a change in the form of ownership of SMP II by virtue of the receipt of shares in the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by Spark Capital II.
( 4 )The shares are held by SMP II. The Reporting Person is a managing member of SMP II. The Reporting Person may be deemed to share investment, voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
( 5 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by SMP II to its members.
( 6 )Represents a pro-rata distribution, and not a purchase or sale, without additional consideration by Spark Capital Founders' Fund II, L.P. ("Spark Capital FF II") to its partners.
( 7 )These shares are held of record by Spark Capital FF II. SMP II is the general partner of Spark Capital FF II. The Reporting Person is a managing member of SMP II. The Reporting Person may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Reporting Person disclaims 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.
( 8 )Represents a change in the form of ownership of Spark Capital Partners, LLC ("SCP") by virtue of the receipt of shares in the pro-rata in-kind distribution of voting common stock of the Issuer for no consideration by SMP II.
( 9 )These shares are held by SCP. The Reporting Person is a managing member of SCP and may be deemed to share investment, voting and dispositive power over these shares. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein, if any.
( 10 )Represents a change in the form of ownership of the Reporting Person by virtue of the receipt of shares in the pro-rata in-kind distributions of voting common stock of the Issuer for no consideration by SMP II.

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