Bain Capital Investors Llc - Dec 12, 2024 Form 4 Insider Report for Waystar Holding Corp. (WAY)

Role: 10%+ Owner
Signature: Bain Capital Investors, LLC, By: /s/ David Humphrey, Title: Authorized Signatory
Stock symbol: WAY
Transactions as of: Dec 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/16/2024, 05:50 PM
Previous filing: Aug 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WAY	Ordinary Shares, $0.01 par value	Other		-23.9M	-85.55%		4.04M	Dec 12, 2024	See Footnote	F1, F2
transaction	WAY	Ordinary Shares, $0.01 par value	Other		+23.9M	+591.99%		28M	Dec 12, 2024	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	Bain Capital Fund XI, LP ("Fund XI") is the (i) sole member of BCPE Derby GP, LLC ("Derby GP"), which is the general partner of BCPE Derby Investor, LP ("Derby Investor"), and (ii) sole member of BCPE Derby (DE) SPV, LLC, ("Derby SPV GP"), which is the general partner of BCPE Derby (DE) SPV, LP ("Derby SPV Investor"). Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, LP ("Partners XI" and, together with BCI, Derby GP, Derby Investor, Derby SPV GP, Derby SPV Investor and Fund XI, the "Bain Capital Entities"), which is the general partner of Fund XI. As a result, each of the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Derby Investor and Derby SPV Investor. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
F2	On December 12, 2024, Derby SPV Investor received 23,936,936 shares of Common Stock (the "Shares") in a transaction that is exempt from Section 16 pursuant to Rule 16a-13, wherein Derby Investor distributed the Shares to Fund XI, and then Fund XI immediately contributed the Shares to Derby SPV Investor. Following the transaction, Derby Investor directly owns 4,043,481 shares and Derby SPV Investor directly owns 23,936,936 shares.

Content

Bain Capital Fund XI, LP ("Fund XI") is the (i) sole member of BCPE Derby GP, LLC ("Derby GP"), which is the general partner of BCPE Derby Investor, LP ("Derby Investor"), and (ii) sole member of BCPE Derby (DE) SPV, LLC, ("Derby SPV GP"), which is the general partner of BCPE Derby (DE) SPV, LP ("Derby SPV Investor"). Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, LP ("Partners XI" and, together with BCI, Derby GP, Derby Investor, Derby SPV GP, Derby SPV Investor and Fund XI, the "Bain Capital Entities"), which is the general partner of Fund XI. As a result, each of the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Derby Investor and Derby SPV Investor. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.

On December 12, 2024, Derby SPV Investor received 23,936,936 shares of Common Stock (the "Shares") in a transaction that is exempt from Section 16 pursuant to Rule 16a-13, wherein Derby Investor distributed the Shares to Fund XI, and then Fund XI immediately contributed the Shares to Derby SPV Investor. Following the transaction, Derby Investor directly owns 4,043,481 shares and Derby SPV Investor directly owns 23,936,936 shares.