Bain Capital Venture Investors, Llc - May 28, 2021 Form 4 Insider Report for Flywire Corp (FLYW)

Role
10%+ Owner
Signature
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director
Stock symbol
FLYW
Transactions as of
May 28, 2021
Transactions value $
$0
Form type
4
Date filed
6/1/2021, 09:43 PM
Previous filing
May 25, 2021
Next filing
Aug 18, 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 +554K +8.78% 6.87M May 28, 2021 See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Class A Common Stock Conversion of derivative security +1.54M +22.44% 8.41M May 28, 2021 See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Class A Common Stock Conversion of derivative security +166K +1.98% 8.57M May 28, 2021 See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Class A Common Stock Conversion of derivative security +7.7M +89.81% 16.3M May 28, 2021 See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Class A Common Stock Other -16.3M -100% 0 May 28, 2021 See footnotes F2, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Voting Common Stock Other +16.3M 16.3M May 28, 2021 See footnotes F2, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12

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 A Preferred Stock Conversion of derivative security -554K -100% 0 May 28, 2021 Class A Common Stock 554K See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Series B Preferred Stock Conversion of derivative security -1.54M -100% 0 May 28, 2021 Class A Common Stock 1.54M See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Series B-1 Preferred Stock Conversion of derivative security -166K -100% 0 May 28, 2021 Class A Common Stock 166K See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
transaction FLYW Series C Preferred Stock Conversion of derivative security -7.7M -100% 0 May 28, 2021 Class A Common Stock 7.7M See footnotes F1, F3, F4, F5, F6, F7, F8, F9, F10, F11, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series A, Series B, Series B-1 and Series C Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares had no expiration date.
F2 Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class A Common Stock was reclassified into one share of the Issuer's Voting Common Stock following the Conversion and immediately prior to the closing of the Issuer's initial public offering (the "Reclassification").
F3 In the Conversion, the 488,607 shares of Series A Preferred Stock, 915,603 shares of Series B Preferred Stock and 6,819,693 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") automatically converted into an aggregate of 8,223,903 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2014 held 13,573,035 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 13,573,035 shares of the Issuer's Voting Common Stock in the Reclassification.
F4 In the Conversion, the 11,376 shares of Series A Preferred Stock, 245,901 shares of Series B Preferred Stock and 64,047 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") automatically converted into an aggregate of 321,324 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2016 held 665,271 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 665,271 shares of the Issuer's Voting Common Stock in the Reclassification.
F5 In the Conversion, the 49,803 shares of Series A Preferred Stock, 93,345 shares of Series B Preferred Stock and 695,265 shares of Series C Preferred Stock held by BCIP Venture Associates ("BCIP Venture") automatically converted into an aggregate of 838,413 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture held 1,383,753 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 1,383,753 shares of the Issuer's Voting Common Stock in the Reclassification.
F6 In the Conversion, the 3,357 shares of Series A Preferred Stock, 6,279 shares of Series B Preferred Stock and 46,773 shares of Series C Preferred Stock held by BCIP Venture Associates-B ("BCIP Venture-B") automatically converted into an aggregate of 56,409 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture-B held 93,096 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 93,096 shares of the Issuer's Voting Common Stock in the Reclassification.
F7 In the Conversion, the 1,137 shares of Series A Preferred Stock, 47,454 shares of Series B Preferred Stock, 15,030 shares of Series B-1 Preferred Stock and 12,504 shares of Series C Preferred Stock held by BCIP Venture Associates II, LP ("BCIP Venture II") automatically converted into an aggregate of 76,125 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II held 110,520 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 110,520 shares of the Issuer's Voting Common Stock in the Reclassification.
F8 In the Conversion, the 96 shares of Series A Preferred Stock, 3,402 shares of Series B Preferred Stock, 888 shares of Series B-1 Preferred Stock and 894 shares of Series C Preferred Stock held by BCIP Venture Associates II-B, LP ("BCIP Venture II-B") automatically converted into an aggregate of 5,280 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II-B held 8,145 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 8,145 shares of the Issuer's Voting Common Stock in the Reclassification.
F9 In the Conversion, the 220,146 shares of Series B Preferred Stock, 144,729 shares of Series B-1 Preferred Stock and 58,725 shares of Series C Preferred Stock held by Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") automatically converted into an aggregate of 423,600 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Coinvestment Fund II held 423,600 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 423,600 shares of the Issuer's Voting Common Stock in the Reclassification.
F10 In the Conversion, the 8,805 shares of Series B Preferred Stock, 5,790 shares of Series B-1 Preferred Stock and 2,349 shares of Series C Preferred Stock held 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") automatically converted into an aggregate of 16,944 shares of the Issuer's Class A Common Stock. Following the Conversion, 2019-MD Coinvestment II held 16,944 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 16,944 shares of the Issuer's Voting Common Stock in the Reclassification.
F11 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. 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.
F12 (Continued From Footnote 11) 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:

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