Jo Natauri - May 28, 2021 Form 4 Insider Report for Flywire Corp (FLYW)

Role: Director
Signature: /s/ Jo Natauri
Stock symbol: FLYW
Transactions as of: May 28, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/28/2021, 06:15 PM
Previous filing: May 25, 2021
Next filing: Aug 13, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLYW	Class A Common Stock	Conversion of derivative security		+2.91M			2.91M	May 28, 2021	See footnote	F1, F2, F3
transaction	FLYW	Class A Common Stock	Conversion of derivative security		+172K	+5.92%		3.08M	May 28, 2021	See footnote	F1, F2, F4
transaction	FLYW	Class A Common Stock	Other		-3.08M	-100%		0	May 28, 2021	See footnote	F1, F4, F5
transaction	FLYW	Voting Common Stock	Other		+3.08M			3.08M	May 28, 2021	See footnote	F1, F4, F5

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
transaction	FLYW	Series E-1 Preferred Stock	Conversion of derivative security		-2.91M	-100%		0	May 28, 2021	Class A Common Stock	2.91M		See footnote	F1, F2, F4
transaction	FLYW	Series E-2 Preferred Stock	Conversion of derivative security		-4.12M	-100%		0	May 28, 2021	Class B Common Stock	4.12M		See footnote	F1, F2, F4
transaction	FLYW	Class B Common Stock	Conversion of derivative security		+4.12M			4.12M	May 28, 2021	Non-Voting Common Stock	4.12M		See footnote	F1, F2, F4
transaction	FLYW	Class B Common Stock	Other		-4.12M	-100%		0	May 28, 2021	Non-Voting Common Stock	4.12M		See footnote	F1, F4, F6
transaction	FLYW	Non-Voting Common Stock	Other		+4.12M			4.12M	May 28, 2021	Voting Common Stock	4.12M		See footnote	F1, F2, F4, F6
transaction	FLYW	Series F-1 Preferred Stock	Conversion of derivative security		-172K	-100%		0	May 28, 2021	Class A Common Stock	172K		See footnote	F1, F2, 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 the Issuer's Series E-1 Preferred Stock and Series F-1 Preferred Stock automatically converted on a one for one basis into Class A Common Stock immediately prior to the closing of the Issuer's initial public offering, and each share of the Issuer's Series E-2 Preferred Stock automatically converted on a one for one basis into Class B Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares have no expiration date.
F3	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.
F4	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.
F5	Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class A Common Stock was automatically reclassified into one share of Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering.
F6	Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class B Common Stock was automatically reclassified into one share of Non-Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering.