Goldman Sachs Group Inc - May 28, 2021 Form 4 Insider Report for Flywire Corp (FLYW)

Role: Director
Signature: /s/ Jamison Yardley, Attorney-in-fact
Stock symbol: FLYW
Transactions as of: May 28, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/3/2021, 06:46 PM
Previous filing: Jun 2, 2021
Next filing: Dec 22, 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, F4, F5, F6
transaction	FLYW	Class A Common Stock	Conversion of derivative security		+172K	+5.92%		3.08M	May 28, 2021	See footnote	F1, F2, F3, F4, F5, F6
transaction	FLYW	Class A Common Stock	Conversion of derivative security		-3.08M	-100%		0	May 28, 2021	See footnote	F2, F3, F4, F5, F6, F7
transaction	FLYW	Voting Common Stock	Conversion of derivative security		+3.08M			3.08M	May 28, 2021	See footnote	F2, F3, F4, F5, F6, F7

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, F3, F4, F5, F6
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, F3, F4, F5, F6
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, F3, F4, F5, F6
transaction	FLYW	Class B Common Stock	Conversion of derivative security		-4.12M	-100%		0	May 28, 2021	Non-Voting Common Stock	4.12M		See footnote	F2, F3, F4, F5, F6, F8
transaction	FLYW	Non-Voting Common Stock	Conversion of derivative security		+4.12M			4.12M	May 28, 2021	Voting Common Stock	4.12M		See footnote	F1, F2, F3, F4, F5, F6, F8
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, F3, F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	Each share of Flywire Corporation's (the "Issuer") 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.
F2	This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), 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"). Ms. Jo Natauri serves as a member of the Board of Directors of the Issuer and is an employee of GS Group. Each of GS Group, Goldman Sachs, GSPSI, the SB Funds and Bridge Street is a director by deputization of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. (Continued in Footnote 3 below)
F3	(Continued from Footnote 2 above). This report shall not be deemed an admission that any of the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person.
F4	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	GSPSI held 2,855,574 shares of Series E-1 Preferred Stock, 4,038,246 shares of Series E-2 Preferred Stock and 168,915 shares of Series F-1 Preferred Stock. SB Fund held 35,547 shares of Series E-1 Preferred Stock, 50,268 shares of Series E-2 Preferred Stock and 2,103 shares of Series F-1 Preferred Stock. SB Fund Offshore held 18,771 shares of Series E-1 Preferred Stock, 26,544 shares of Series E-2 Preferred Stock and 1,107 shares of Series F-1 Preferred Stock. All of these shares were converted into shares of Class A Common Stock or Class B Common Stock, as applicable, on a one-for-one basis in connection with the Conversion. (Continued in Footnote 6 below)
F6	(Continued from Footnote 5 above). Because of the relationships among GS Group, Goldman Sachs, Bridge Street, the SB Funds and GSPSI, each of GS Group and Goldman Sachs may be deemed a beneficial owner of the Class A Common Stock and Class B Common Stock and, following the Reclassification (as defined below), the Voting Common Stock and Non-Voting Common Stock held by GSPSI and the SB Funds, and Bridge Street may be deemed a beneficial owner of the shares of Class A Common Stock and Class B Common Stock and, following the Reclassification, the Voting Common Stock and Non-Voting Common Stock held by the SB Funds.
F7	Each share of the Issuer's Class A Common Stock was automatically converted into one share of Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering (the "Reclassification").
F8	Each share of the Issuer's Class B Common Stock was automatically converted into one share of Non-Voting Common Stock following the Conversion, and immediately prior to the closing of the Issuer's initial public offering.