Spark Capital II Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Spark Management Partners II, LLC

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	627	I	See footnote⁽²⁾
Class A Common Stock⁽¹⁾	6,723	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	679,368	I	See footnote⁽⁴⁾
Class A Common Stock⁽¹⁾	95,904	I	See footnote⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	53,250	⁽⁶⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	8,139,309	⁽⁶⁾	I	See footnote⁽⁵⁾
Series B-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	7,359	⁽⁶⁾	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	1,125,039	⁽⁶⁾	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	15,945	⁽⁶⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	2,437,785	⁽⁶⁾	I	See footnote⁽⁵⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	19,983	⁽⁶⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	3,054,843	⁽⁶⁾	I	See footnote⁽⁵⁾
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	309	⁽⁶⁾	I	See footnote⁽²⁾
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	3,534	⁽⁶⁾	I	See footnote⁽³⁾
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	357,141	⁽⁶⁾	I	See footnote⁽⁴⁾
Series F-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Class A Common Stock⁽¹⁾	47,301	⁽⁶⁾	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Spark Management Partners II, LLC

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SPARK CAPITAL FOUNDERS FUND II LP

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spark Growth Management Partners LLC

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spark Capital II LP

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spark Capital Growth Founders' Fund, L.P.

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spark Capital Growth Fund LP

(Last)

(First)

(Middle)

137 NEWBURY STREET, FLOOR 8

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Explanation of Responses:

1. Immediately prior to the closing of the initial public offering of the Issuer's Common Stock, each share of Class A Common Stock will be reclassified into one share of Voting Common Stock and each share of Class B Common Stock will be reclassified into one share of Non-Voting Common Stock (the "Reclassification").

2. These shares are held of record by Spark Capital Founders' Fund II, L.P. ("Spark Capital FF II"). Spark Management Partners II, LLC ("SMP II") is the general partner of Spark Capital FF II. Paul Conway, Bijan Sabet, Santo Politi, and Alexander J, Finkelstein, a member of the Issuer's board of directors (the "Managing Members") are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

3. These shares are held of record by Spark Capital Growth Founders' Fund, L.P. ("Spark Capital Growth FF"). Spark Growth Management Partners, LLC ("SGMP") is the general partner of Spark Capital Growth FF. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

4. These shares are held of record by Spark Capital Growth Fund, L.P. ("Spark Capital Growth"). SGMP is the general partner of Spark Capital Growth. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

5. These shares are held of record by Spark Capital II, L.P. ("Spark Capital II"). SMP II is the general partner of Spark Capital II. The Managing Members are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.

6. Each share of the Issuer's Series A, Series B, Series B-1, Series C, Series D, Series E-1 and Series F-1 Preferred Stock are convertible into Class A Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification and each share of the Issuer's Series E-2 Preferred Stock convertible into Class B Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification. These shares have no expiration date.

Remarks:

	Spark Growth Management Partners, LLC, /s/ Alex Finkelstein, Managing Member	05/25/2021
	Spark Management Partners II, LLC, /s/ Alex Finkelstein, Managing Member	05/25/2021
	Spark Capital II, L.P., /s/ Alex Finkelstein, Managing Member of Spark Management Partners II, LLC, its general partner	05/25/2021
	Spark Capital Founders' Fund II, L.P., /s/ Alex Finkelstein, Managing Member of Spark Management Partners II, LLC, its general partner	05/25/2021
	Spark Capital Growth Founders' Fund, L.P., /s/ Alex Finkelstein, Managing Member of Spark Gworth Management Partners, LLC, its general partner	05/25/2021
	Spark Capital Growth Fund, L.P., /s/ Alex Finkelstein, Managing Member of Spark Growth Management Partners, LLC, its general partner	05/25/2021
	** 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 5 (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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Spark Capital II Form 3Initial statement of insider ownership