| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Waystar Holding Corp. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
946784105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 946784105 |
| 1 | Names of Reporting Persons BCPE Derby Investor, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,043,481.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 946784105 |
| 1 | Names of Reporting Persons BCPE Derby (DE) SPV, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 23,936,936.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 13.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Waystar Holding Corp. | |
| (b) | Address of issuer's principal executive
offices: 1550 Digital Drive, #300, Lehi, Utah 84043 | |
| Item 2. | ||
| (a) | Name of person filing: This Schedule 13G is being filed jointly by BCPE Derby Investor, LP, a Delaware limited partnership ("BCPE Derby"), and BCPE Derby (DE) SPV, LP, a Delaware limtied partnership ("BCPE Derby SPV" and, together with BCPE Derby, the "Reporting Persons").
Bain Capital Investors, LLC ("BCI"), a Delaware limited liability company, is the manager of Bain Capital Partners XI, LP, a Cayman Islands exempted limited partnership ("Partners XI"), which is the general partner of Bain Capital Fund XI, LP, a Cayman Islands exempted limited partnership ("Fund XI"). Fund XI is the (i) sole member of BCPE Derby GP, LLC, a Delaware limited liability company ("BCPE Derby GP"), which is the general partner of BCPE Derby and (ii) sole member of BCPE Derby (DE) SPV, LLC, a Delaware limtied liability company ("BCPE Derby SPV GP" and, together with the Reporting Persons, BCI, Partners XI, Fund XI and BCPE Derby GP, the "Bain Capital Entities"), which is the general partner of BCPE Derby SPV.
As a result, BCI may be deemed to share voting and dispositive power with respect to the securities held by the Reportin Persons. Voting and investment decisions with respect to securities held by the Reporting Persons are made by the partners of BCI.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2025, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address for each of the Bain Capital Entities is 200 Clarendon Street, Boston, Massachusetts 02116. | |
| (c) | Citizenship: The Reporting Persons, BCI, BCPE Derby GP and BCPE Derby SPV GP are each organized under the laws of the State of Delaware. Partners XI and Fund XI are each organized under the laws of the Cayman Islands. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 946784105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of the close of business on December 31, 2024, BCPE Derby held 4,043,481 shares of common stock, representing approximately 2.4% of the outstanding common stock, and BCPE Derby SPV held 23,936,936 shares of common stock, representing approximately 13.9% of the outstanding common stock.
As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 27,980,417 shares of common stock, representing approximately 16.3% of the outstanding common stock.
The percentage of the outstanding shares of common stock held by the Reporting Persons is based on 172,086,129 shares of common stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024.
The Reporting Persons and certain other stockholders are parties to a Stockholders Agreement (the "Agreement") with the Issuer, which was filed on a Form 8-K by the Issuer on June 12, 2024. The Agreement provides the Reporting Persons with the right to nominate one director to the Issuer's board of directors for so long as the Reporting Persons hold 5% or more of the then-outstanding common stock. The Agreement further requires that the Reporting Persons and other parties to the Agreement that hold similar nomination rights vote in favor of those nominated pursuant to the Agreement and, as such, may be deemed to constitute a group for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, the Reporting Persons expressly disclaim membership in such group and the filing of this Statement shall not be deemed an admission of such group membership or beneficial ownership of the securities held by the other parties to the Agreement. | |
| (b) | Percent of class: See Item 4(a) hereof. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: See Item 4(a) hereof. | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Item 4(a) hereof. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4(a) hereof. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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