SEC FORM 4

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^*

Ossa Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(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)
05/28/2021

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)
Class A common stock	05/28/2021		C		9,514,293	A	⁽¹⁾	10,635,573	D⁽²⁾
Class B common stock	05/28/2021		C		1,873,320	A	⁽¹⁾	1,873,320	D⁽²⁾
Class A common stock	05/28/2021		J⁽¹⁾		10,635,573	D	⁽¹⁾	0	D⁽²⁾
Voting common stock	05/28/2021		J⁽¹⁾		10,635,573	A	⁽¹⁾	10,635,573	D⁽²⁾
Class B common stock	05/28/2021		J⁽¹⁾		1,873,320	D	⁽¹⁾	0	D⁽²⁾
Non-voting common stock	05/28/2021		J⁽¹⁾		1,873,320	A	⁽¹⁾	1,873,320	D⁽²⁾

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)
Series A preferred stock	⁽¹⁾	05/28/2021		C			97,173	⁽¹⁾	⁽¹⁾	Class A common stock	97,173⁽¹⁾	⁽¹⁾	0	D⁽²⁾
Series B preferred stock	⁽¹⁾	05/28/2021		C			2,100,129	⁽¹⁾	⁽¹⁾	Class A common stock	2,100,129⁽¹⁾	⁽¹⁾	0	D⁽²⁾
Series C preferred stock	⁽¹⁾	05/28/2021		C			547,008	⁽¹⁾	⁽¹⁾	Class A common stock	547,008⁽¹⁾	⁽¹⁾	0	D⁽²⁾
Series D preferred stock	⁽¹⁾	05/28/2021		C			6,625,002	⁽¹⁾	⁽¹⁾	Class A common stock	6,625,002⁽¹⁾	⁽¹⁾	0	D⁽²⁾
Series E-2 preferred stock	⁽¹⁾	05/28/2021		C			1,873,320	⁽¹⁾	⁽¹⁾	Class B common stock	1,873,320⁽¹⁾	⁽¹⁾	0	D⁽²⁾
Series F preferred stock	⁽¹⁾	05/28/2021		C			144,981	⁽¹⁾	⁽¹⁾	Class A common stock	144,981⁽¹⁾	⁽¹⁾	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Ossa Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hotham Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fullerton Management Pte Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Temasek Holdings (Private) Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of its voting common stock on May 28, 2021, each share of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series F preferred stock automatically converted into one share of Class A common stock and each share of Series E-2 preferred stock automatically converted into one share of Class B common stock, in each case without payment or further consideration. The preferred stock had no expiration date. Immediately thereafter, but still prior to the completion of the initial public offering, the Class A common stock and Class B common stock were reclassified into voting common stock and non-voting common stock, respectively, in exempt transactions under Rule 16b-7.

2. The securities reported herein are held of record by Ossa Investments Pte. Ltd. ("Ossa Investments"), which is a direct wholly-owned subsidiary of Hotham Investments Pte. Ltd. ("Hotham"). Hotham is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Hotham, FMPL and Temasek Holdings may therefore be deemed to have or share beneficial ownership of the securities held by Ossa Investments.

Remarks:

	Ossa Investments Pte. Ltd., By: /s/ Han Sack Teng, Director	06/01/2021
	Hotham Investments Pte. Ltd., By: /s/ Han Sack Teng, Director	06/01/2021
	Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director	06/01/2021
	Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory	06/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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