Bain Capital Venture Investors, Llc - May 25, 2021 Form 3 Insider Report for Flywire Corp (FLYW)

Role: 10%+ Owner
Signature: BCIP Venture Associates II, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory
Stock symbol: FLYW
Transactions as of: May 25, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/25/2021, 08:30 PM
Next filing: Jun 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FLYW	Class A Common Stock						6.31M	May 25, 2021	See footnotes	F1, F5, F12, F13

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FLYW	Series A Preferred Stock							May 25, 2021	Class A Common Stock	554K		See footnotes	F1, F2, F6, F12, F13
holding	FLYW	Series B Preferred Stock							May 25, 2021	Class A Common Stock	1.54M		See footnotes	F1, F2, F7, F12, F13
holding	FLYW	Series B-1 Preferred Stock							May 25, 2021	Class A Common Stock	166K		See footnotes	F1, F2, F8, F12, F13
holding	FLYW	Series C Preferred Stock							May 25, 2021	Class A Common Stock	7.7M		See footnotes	F1, F2, F9, F12, F13
holding	FLYW	Warrants (Right to Buy)							May 25, 2021	Class A Common Stock	75K	$0.17	See footnotes	F1, F3, F10, F12, F13
holding	FLYW	Warrants (Right to Buy)							May 25, 2021	Series C Preferred Stock	191K	$1.48	See footnotes	F2, F4, F11, F12, F13

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Immediately prior to the closing of the Issuer's initial public offering, each share of Class A Common Stock will be reclassified into one share of Voting Common Stock.
F2	Each share of the Issuer's Series A, Series B, Series B-1 and Series C Preferred Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis at the holder's election and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These shares have no expiration date.
F3	Each warrant is exercisable by the holder in whole or in part at any time and from time to time on or before August 22, 2022 (the "Common Stock Warrant Expiration Date"). In the event that, upon the Common Stock Warrant Expiration Date, the fair market value of one share of the Issuer's Class A Common Stock is greater than the exercise price in effect on such date, then the warrant will be automatically exercised on a cashless basis.
F4	Each warrant is exercisable by the holder in whole or in part at any time and from time to time on or before January 15, 2025 (the "Preferred Stock Warrant Expiration Date"). In the event that, upon the Preferred Stock Warrant Expiration Date, the fair market value of one share of the Issuer's Series C Preferred Stock is greater than the exercise price in effect on such date, then the warrant will be automatically exercised on a cashless basis. Immediately prior to the closing of the Issuer's initial public offering, each warrant will automatically become a warrant to acquire an equivalent number of shares of the Issuer's Voting Common Stock at an exercise price of $1.48 per share.
F5	Includes (i) 5,349,132 shares of Class A Common Stock held directly by Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014"), (ii) 343,947 shares of Class A Common Stock held directly by Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016"), (iii) 545,340 shares of Class A Common Stock held directly by BCIP Venture Associates ("BCIP Venture"), (iv) 36,687 shares of Class A Common Stock held directly by BCIP Venture Associates-B ("BCIP Venture-B"), (v) 34,395 shares of Class A Common Stock held directly by BCIP Venture Associates II, LP ("BCIP Venture II") and (vi) 2,865 shares of Class A Common Stock held directly by BCIP Venture Associates II-B, LP ("BCIP Venture II-B").
F6	Includes (i) 488,607 shares of Series A Preferred Stock held directly by Venture Fund 2014, (ii) 11,376 shares of Series A Preferred Stock held directly by Venture Fund 2016, (iii) 49,803 shares of Series A Preferred Stock held directly by BCIP Venture, (iv) 3,357 shares of Series A Preferred Stock held directly by BCIP Venture-B, (v) 1,137 shares of Series A Preferred Stock held directly by BCIP Venture II and (vi) 96 shares of Series A Preferred Stock held directly by BCIP Venture II-B.
F7	Includes (i) 915,603 shares of Series B Preferred Stock held directly by Venture Fund 2014, (ii) 245,901 shares of Series B Preferred Stock held directly by Venture Fund 2016, (iii) 93,345 shares of Series B Preferred Stock held directly by BCIP Venture, (iv) 6,279 shares of Series B Preferred Stock held directly by BCIP Venture-B, (v) 47,454 shares of Series B Preferred Stock held directly by BCIP Venture II, (vi) 3,402 shares of Series B Preferred Stock held directly by BCIP Venture II-B, (vii) 220,146 shares of Series B Preferred Stock held directly by Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") and (viii) 8,805 shares of Series B Preferred Stock held directly 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").
F8	Includes (i) 144,729 shares of Series B-1 Preferred Stock held directly by Venture Coinvestment Fund II, (ii) 5,790 shares of Series B-1 Preferred Stock held directly by 2019-MD Coinvestment II, (iii) 15,030 shares of Series B-1 Preferred Stock held directly by BCIP Venture II and (iv) 888 shares of Series B-1 Preferred Stock held directly by BCIP Venture II-B.
F9	Includes (i) 6,819,693 shares of Series C Preferred Stock held directly by Venture Fund 2014, (ii) 64,047 shares of Series C Preferred Stock held directly by Venture Fund 2016, (iii) 695,265 shares of Series C Preferred Stock held directly by BCIP Venture, (iv) 46,773 shares of Series C Preferred Stock held directly by BCIP Venture-B, (v) 12,504 shares of Series C Preferred Stock held directly by BCIP Venture II, (vi) 894 shares of Series C Preferred Stock held directly by BCIP Venture II-B, (vii) 58,725 shares of Series C Preferred Stock held directly by Venture Coinvestment Fund II and (viii) 2,349 shares of Series C Preferred Stock held directly by 2019-MD Coinvestment II.
F10	Includes (i) warrants to purchase 67,668 shares of Class A Common Stock held directly by Venture Fund 2016, (ii) warrants to purchase 6,768 shares of Class A Common Stock held directly by BCIP Venture II and (iii) warrants to purchase 564 shares of Class A Common Stock held directly by BCIP Venture II-B.
F11	Includes (i) warrants to purchase 171,882 shares of Series C Preferred Stock held directly by Venture Fund 2016, (ii) warrants to purchase 17,187 shares of Series C Preferred Stock held directly by BCIP Venture II and (iii) warrants to purchase 1,431 shares of Series C Preferred Stock held directly by BCIP Venture II-B.
F12	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.
F13	(Continued from Footnote 12) 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. 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.

Remarks:

Form 2 of 2.