Sec Form 4 Filing - Natauri Jo @ Flywire Corp - 2022-08-29

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 Natauri Jo 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 GOLDMAN SACHS GROUP INC.,, 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) NEW YORK, NY10282 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( 1 ) 08/29/2022 C 31,735 A 518,504 I See Footnotes( 3 )( 4 ) Voting Common Stock( 1 ) 08/29/2022 S 31,735 D $ 25.09 486,769 I See Footnotes( 3 )( 4 ) Voting Common Stock( 1 ) 08/30/2022 C 58,851 A 639,362 I See Footnotes( 3 )( 4 ) Voting Common Stock( 1 ) 08/30/2022 S 58,851 D $ 24.91 580,511 I See Footnotes( 3 )( 4 )

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 Non-Voting Common Stock( 1 ) ( 2 ) 08/29/2022 C 31,735 ( 2 ) ( 2 ) Voting Common Stock 31,735 $ 0 3,577,727 I See Footnotes( 3 )( 4 ) Non-Voting Common Stock( 1 ) ( 5 ) 08/30/2022 C 58,851 ( 5 ) ( 5 ) Voting Common Stock 58,851 $ 0 3,518,876 I See Footnotes( 3 )( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Natauri Jo C/O GOLDMAN SACHS GROUP INC., 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 08/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a managing director of Goldman Sachs & Co., LLC ("Goldman Sachs"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of the Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )The Non-Voting Common Stock is convertible into an equal number of shares of Voting Common Stock immediately prior to the execution of the sale of such shares as reported in Table I. On August 29, 2022, the reporting person consummated the sale of all 31,735 shares of Non-Voting Common Stock, resulting in the automatic conversion of such shares into Voting Common Stock upon the execution of the sale of such shares as reported in Table I. ( 3 )Goldman Sachs and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly these shares by reason of the direct or indirect beneficial ownership of such shares by Goldman Sachs PSI Global Holdings, LLC ("GSPSI"), StoneBridge 2020, L.P. ("SB Fund"), StoneBridge 2020 Offshore Holdings II, L.P. ("SB Fund Offshore" and, together with SB Fund, the "SB Funds") and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds, and Bridge Street is the general partner of the SB Funds. Each of Bridge Street and GSPSI is wholly owned by GS Group. ( 4 )Goldman Sachs and GS Group may be deemed to beneficially own indirectly these shares by reason of the direct or indirect beneficial ownership of such shares by GSPSI, the SB Funds and Bridge Street. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the SB Funds, and Bridge Street is the general partner of the SB Funds. Each of Bridge Street and GSPSI is wholly owned by GS Group. ( 5 )The Non-Voting Common Stock is convertible into an equal number of shares of Voting Common Stock immediately prior to the execution of the sale of such shares as reported in Table I. On August 30, 2022, the reporting person consummated the sale of all 58,851 shares of Non-Voting Common Stock, resulting in the automatic conversion of such shares into Voting Common Stock upon the execution of the sale of such shares as reported in Table I.

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