Jo Natauri - May 25, 2021 Form 3 Insider Report for Flywire Corp (FLYW)

Role: Director
Signature: /s/ Jo Natauri
Stock symbol: FLYW
Transactions as of: May 25, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/25/2021, 08:44 PM
Previous filing: May 13, 2021
Next filing: May 28, 2021

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 E-1 Preferred Stock							May 25, 2021	Class A Common Stock	2.91M		See footnote	F1, F2, F3, F4
holding	FLYW	Series E-2 Preferred Stock							May 25, 2021	Class B Common Stock	4.12M		See footnote	F1, F3, F4, F5
holding	FLYW	Series F-1 Preferred Stock							May 25, 2021	Class A Common Stock	172K		See footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	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.
F2	Each share of Flywire Corporation's (the "Issuer") Series E-1 Preferred Stock and Series F-1 Preferred Stock is convertible into Class A Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification (as defined herein). The shares have no expiration date.
F3	Immediately prior to the closing of the initial public offering of the Issuer's Voting Common Stock, each share of Class A Common Stock will be reclassified into one share of Voting Common Stock, and each share of Class B Common Stock will be reclassified into one share of Non-Voting Common Stock (the "Reclassification").
F4	Goldman Sachs and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly, in the aggregate, 2,909,892 shares of the Issuer's Series E-1 Preferred Stock, 4,115,058 shares of the Issuer's Series E-2 Preferred Stock and 172,125 shares of the Issuer's Series F-1 Preferred Stock 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.
F5	Each share of the Issuer's Series E-2 Preferred Stock is convertible into Class B Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification. The shares have no expiration date.