Sec Form 4 Filing - BAIN CAPITAL VENTURE INVESTORS, LLC @ Flywire Corp - 2023-05-11

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
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)
05/11/2023
(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
Voting Common Stock 05/11/2023 S( 1 )( 2 ) 2,850,000 D $ 29.51 8,795,388 I See footnotes ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
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
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
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: Partner 05/15/2023
Signature of Reporting Person Date
BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 05/15/2023
Signature of Reporting Person Date
BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 05/15/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 11, 2023, Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") sold 2,338,782 shares of the Issuer's Voting Common Stock, Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") sold 155,911 shares of the Issuer's Voting Common Stock, Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") sold 72,991 shares of the Issuer's Voting Common Stock, BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II") sold 2,920 shares of the Issuer's Voting Common Stock, BCIP Venture Associates ("BCIP Venture") sold 238,436 shares of the Issuer's Voting Common Stock, BCIP Venture Associates-B ("BCIP Venture-B") sold 16,041 shares of the Issuer's Voting Common Stock,
( 2 )(Continued from footnote 1) BCIP Venture Associates II, LP ("BCIP Venture II") sold 23,172 shares of the Issuer's Voting Common Stock and BCIP Venture Associates II-B, LP ("BCIP Venture II-B" and, together with Venture Fund 2014, Venture Fund 2016, Venture Coinvestment Fund II, 2019-MD Coinvestment II, BCIP Venture, BCIP Venture-B and BCIP Venture II, the "Bain Capital Venture Entities") sold 1,747 shares of the Issuer's Voting Common Stock, in each case pursuant to Rule 144 under the Securities Act of 1933, as amended.
( 3 )Includes 7,217,722 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2014, 481,155 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2016, 735,838 shares of the Issuer's Voting Common Stock held directly by BCIP Venture, 49,506 shares of the Issuer's Voting Common Stock held directly by BCIP Venture-B, 71,509 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II, 5,391 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II-B, 225,257 shares of the Issuer's Voting Common Stock held directly by Venture Coinvestment Fund II and 9,010 shares of the Issuer's Voting Common Stock held directly by 2019-MD Coinvestment II, in each case, after giving effect to the sales referenced in footnote 1 above.
( 4 )Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2014, L.P. ("Venture Partners 2014"), which is the general partner of Venture Fund 2014. As a result, Venture Partners 2014 may be deemed to share voting and dispositive power with respect to the securities held by Venture Fund 2014. Venture Partners 2014 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 5 )BCVI is the general partner of Bain Capital Venture Partners 2016, L.P. ("Venture Partners 2016"), which is the general partner of Venture Fund 2016. As a result, Venture Partners 2016 may be deemed to share voting and dispositive power with respect to the securities held by Venture Fund 2016. Venture Partners 2016 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 6 )BCVI is 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. As a result, Venture Coinvestment II Investors may be deemed to share voting and dispositive power with respect to the securities held by each of Venture Coinvestment Fund II and 2019-MD Coinvestment II. Venture Coinvestment II Investors disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 7 )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.
( 8 )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. As a result, BCVI may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. BCVI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:
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