Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ Flywire Corp - 2022-09-07

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
GOLDMAN SACHS GROUP INC
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)
200 WEST STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/07/2022
(Street)
NEW YORK, NY10282
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 09/07/2022 C 87,974 A 698,949 I See footnote( 2 )( 3 )( 4 )( 5 )
Voting Common Stock 09/07/2022 S 87,974 D $ 24.81 610,975 I See footnote( 2 )( 3 )( 4 )( 5 )
Voting Common Stock 09/08/2022 C 66,209 A 709,397 I See footnote( 2 )( 3 )( 4 )( 5 )
Voting Common Stock 09/08/2022 S 66,209 D $ 25.43 643,188 I See footnote( 2 )( 3 )( 4 )( 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
Non-Voting Common Stock ( 1 ) 09/07/2022 C 87,974 ( 1 ) ( 1 ) Voting Common Stock 87,974 $ 0 3,142,274 I See footnote( 2 )( 3 )( 4 )( 5 )
Non-Voting Common Stock ( 6 ) 09/08/2022 C 66,209 ( 6 ) ( 6 ) Voting Common Stock 66,209 $ 0 3,076,065 I See footnote( 2 )( 3 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS & CO. LLC
200 WEST STREET
NEW YORK, NY10282
X
Goldman Sachs PSI Global Holdings, LLC
200 WEST STREET
NEW YORK, NY10282
X
StoneBridge 2020, L.P.
200 WEST STREET
NEW YORK, NY10282-2198
X
Stonebridge 2020 Offshore Holdings II, L.P.
200 WEST STREET
NEW YORK, NY10282
X
Bridge Street Opportunity Advisors, L.L.C.
200 WEST STREET
NEW YORK, NY10282
X
Signatures
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
/s/ Crystal Orgill, Attorney-in-fact 09/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 September 7, 2022, the reporting person consummated the sale of all 87,974 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.
( 2 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), 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"). Ms. Jo Natauri serves as a member of the Board of Directors of the Issuer and is an employee of GS Group. Each of GS Group, Goldman Sachs, GSPSI, the SB Funds and Bridge Street is a director by deputization of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. (Continued in Footnote 3 below)
( 3 )(Continued from Footnote 2 above). This report shall not be deemed an admission that any of the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
( 4 )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 )Because of the relationships among GS Group, Goldman Sachs, Bridge Street, the SB Funds and GSPSI, each of GS Group and Goldman Sachs may be deemed a beneficial owner of any shares of the Issuer held by GSPSI and the SB Funds, and Bridge Street may be deemed a beneficial owner of any shares of the Issuer held by the SB Funds.
( 6 )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 September 8, 2022, the reporting person consummated the sale of all 66,209 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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