Bain Capital Venture Investors Form 4 Flywire / Venture Associates BCIP ownership change

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 MA 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)
08/15/2022

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)
			Code	V	Amount	(A) or (D)	Price
Voting Common Stock	08/15/2022		S(1)(2)		1,653,986	D	$25.35	13,645,388	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE INVESTORS, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Coinvestment Fund II, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCV 2019-MD Coinvestment II, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Coinvestment II Investors, LLC

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAIN CAPITAL VENTURE FUND 2014, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2014, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Fund 2016, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Venture Partners 2016, L.P.

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Venture Associates

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP VENTURE ASSOCIATES-B

(Last) (First) (Middle)

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. On August 15, 2022 Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") sold 1,357,304 shares of the Issuer's Voting Common Stock, Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") sold 90,482 shares of the Issuer's Voting Common Stock, Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") sold 42,360 shares of the Issuer's Voting Common Stock, BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II") sold 1,694 shares of the Issuer's Voting Common Stock, BCIP Venture Associates ("BCIP Venture") sold 138,375 shares of the Issuer's Voting Common Stock,

2. (Continued from Footnote 1) BCIP Venture Associates B ("BCIP Venture-B") sold 9,310 shares of the Issuer's Voting Common Stock, BCIP Venture Associates II, LP ("BCIP Venture II") sold 13,447 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 1,014 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 11,197,754 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2014, 746,477 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2016, 1,141,597 shares of the Issuer's Voting Common Stock held directly by BCIP Venture, 76,804 shares of the Issuer's Voting Common Stock held directly by BCIP Venture-B, 110,942 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II, 8,365 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II-B, 349,470 shares of the Issuer's Voting Common Stock held directly by Venture Coinvestment Fund II and 13,979 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 (i) 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, which consists of Enrique Salem and Ajay Agarwal. As a result, BCVI 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. BCVI and Messrs. Salem and Agarwal disclaim beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.

Remarks:

Form 1 of 2

	Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Fund 2014, L.P., By: Bain Capital Venture Partners 2014, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Fund 2016, L.P., By: Bain Capital Venture Partners 2016, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Partners 2016, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Coinvestment Fund II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	BCV 2019-MD Coinvestment II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	Bain Capital Venture Coinvestment II Investors, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director	08/17/2022
	BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	08/17/2022
	BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory	08/17/2022
	** Signature of Reporting Person	Date
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