Bain Capital Venture Investors Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Flywire Corp [ FLYW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Voting Common Stock	05/11/2023		S⁽¹⁾⁽²⁾		2,850,000	D	$29.51	8,795,388	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates II, L.P.

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates II-B, LP

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 11, 2023, Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") sold 2,338,782 shares of the Issuer's Voting Common Stock, Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") sold 155,911 shares of the Issuer's Voting Common Stock, Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") sold 72,991 shares of the Issuer's Voting Common Stock, BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II") sold 2,920 shares of the Issuer's Voting Common Stock, BCIP Venture Associates ("BCIP Venture") sold 238,436 shares of the Issuer's Voting Common Stock, BCIP Venture Associates-B ("BCIP Venture-B") sold 16,041 shares of the Issuer's Voting Common Stock,

2. (Continued from footnote 1) BCIP Venture Associates II, LP ("BCIP Venture II") sold 23,172 shares of the Issuer's Voting Common Stock and BCIP Venture Associates II-B, LP ("BCIP Venture II-B" and, together with Venture Fund 2014, Venture Fund 2016, Venture Coinvestment Fund II, 2019-MD Coinvestment II, BCIP Venture, BCIP Venture-B and BCIP Venture II, the "Bain Capital Venture Entities") sold 1,747 shares of the Issuer's Voting Common Stock, in each case pursuant to Rule 144 under the Securities Act of 1933, as amended.

3. Includes 7,217,722 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2014, 481,155 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2016, 735,838 shares of the Issuer's Voting Common Stock held directly by BCIP Venture, 49,506 shares of the Issuer's Voting Common Stock held directly by BCIP Venture-B, 71,509 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II, 5,391 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II-B, 225,257 shares of the Issuer's Voting Common Stock held directly by Venture Coinvestment Fund II and 9,010 shares of the Issuer's Voting Common Stock held directly by 2019-MD Coinvestment II, in each case, after giving effect to the sales referenced in footnote 1 above.

4. Bain Capital Venture Investors, LLC ("BCVI") is the general partner of Bain Capital Venture Partners 2014, L.P. ("Venture Partners 2014"), which is the general partner of Venture Fund 2014. As a result, Venture Partners 2014 may be deemed to share voting and dispositive power with respect to the securities held by Venture Fund 2014. Venture Partners 2014 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

5. BCVI is the general partner of Bain Capital Venture Partners 2016, L.P. ("Venture Partners 2016"), which is the general partner of Venture Fund 2016. As a result, Venture Partners 2016 may be deemed to share voting and dispositive power with respect to the securities held by Venture Fund 2016. Venture Partners 2016 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

6. BCVI is 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. As a result, Venture Coinvestment II Investors may be deemed to share voting and dispositive power with respect to the securities held by each of Venture Coinvestment Fund II and 2019-MD Coinvestment II. Venture Coinvestment II Investors disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

7. 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.

8. 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. As a result, BCVI may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. BCVI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

Remarks:

Form 2 of 2.

	Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Partner	05/15/2023
	BCIP Venture Associates II, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	05/15/2023
	BCIP Venture Associates II-B, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	05/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Bain Capital Venture Investors Form 4Change in insider ownership