Flywire (FLYW) Form 3 Flywire / Peter Butterfield ownership change

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^*

Butterfield Peter

(Last) (First) (Middle)

C/O FLYWIRE CORPORATION

141 TREMONT STREET, SUITE 10

(Street)

BOSTON MA 02111

(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	10% Owner
X	Officer (give title below)	Other (specify below)
General Counsel and CCO

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

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

X	Form filed by One Reporting Person
	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	03/10/2025	Class A Common Stock(2)	124,542	0.35	D
Employee Stock Option (right to buy)	(3)	07/25/2026	Class A Common Stock(2)	145,950	0.59	D
Employee Stock Option (right to buy)	(4)	11/27/2028	Class A Common Stock(2)	180,000	3.28	D
Employee Stock Option (right to buy)	(5)	01/20/2031	Class A Common Stock(2)	120,000	3.95	D

Explanation of Responses:

1. The shares subject to this option are fully vested.

2. 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.

3. The shares subject to this option are fully vested.

4. The shares subject to this option vest over 4 years of service following October 3, 2018, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter.

5. The shares subject to this option vest over 4 years of service following January 21, 2021, with 25% vesting upon completion of 1 year of continuous service to the Issuer and the balance vesting in 36 equal monthly installments thereafter.

Remarks:

	/s/ Peter Butterfield	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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