0000899243-21-021456.txt : 20210601
0000899243-21-021456.hdr.sgml : 20210601
20210601214313
ACCESSION NUMBER: 0000899243-21-021456
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210528
FILED AS OF DATE: 20210601
DATE AS OF CHANGE: 20210601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Salem Enrique T
CENTRAL INDEX KEY: 0001295402
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40430
FILM NUMBER: 21987532
MAIL ADDRESS:
STREET 1: SYMANTEC CORPORATION
STREET 2: 20330 STEVENS CREEK BLVD.
CITY: CUPERTINO
STATE: CA
ZIP: 95014
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAIN CAPITAL VENTURE INVESTORS, LLC
CENTRAL INDEX KEY: 0001309469
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40430
FILM NUMBER: 21987535
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-2000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Venture Associates II, L.P.
CENTRAL INDEX KEY: 0001859026
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40430
FILM NUMBER: 21987534
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6175162000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Agarwal Ajay
CENTRAL INDEX KEY: 0001708763
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40430
FILM NUMBER: 21987531
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL VENTURE INVESTORS, LLC
STREET 2: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BCIP Venture Associates II-B, LP
CENTRAL INDEX KEY: 0001859012
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40430
FILM NUMBER: 21987533
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 6175162000
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Flywire Corp
CENTRAL INDEX KEY: 0001580560
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 270690799
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 141 TREMONT STREET, SUITE 10
CITY: BOSTON
STATE: MA
ZIP: 02111
BUSINESS PHONE: 617-329-4524
MAIL ADDRESS:
STREET 1: 141 TREMONT STREET, SUITE 10
CITY: BOSTON
STATE: MA
ZIP: 02111
FORMER COMPANY:
FORMER CONFORMED NAME: peerTransfer Corp
DATE OF NAME CHANGE: 20130701
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-05-28
0
0001580560
Flywire Corp
FLYW
0001309469
BAIN CAPITAL VENTURE INVESTORS, LLC
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001859026
BCIP Venture Associates II, L.P.
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001859012
BCIP Venture Associates II-B, LP
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001295402
Salem Enrique T
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
0001708763
Agarwal Ajay
C/O BAIN CAPITAL VENTURE INVESTORS,
200 CLARENDON STREET
BOSTON
MA
02116
0
0
1
0
Class A Common Stock
2021-05-28
4
C
0
554376
A
6866742
I
See footnotes
Class A Common Stock
2021-05-28
4
C
0
1540935
A
8407677
I
See footnotes
Class A Common Stock
2021-05-28
4
C
0
166437
A
8574114
I
See footnotes
Class A Common Stock
2021-05-28
4
C
0
7700250
A
16274364
I
See footnotes
Class A Common Stock
2021-05-28
4
J
0
16274364
D
0
I
See footnotes
Voting Common Stock
2021-05-28
4
J
0
16274364
A
16274364
I
See footnotes
Series A Preferred Stock
2021-05-28
4
C
0
554376
D
Class A Common Stock
554376
0
I
See footnotes
Series B Preferred Stock
2021-05-28
4
C
0
1540935
D
Class A Common Stock
1540935
0
I
See footnotes
Series B-1 Preferred Stock
2021-05-28
4
C
0
166437
D
Class A Common Stock
166437
0
I
See footnotes
Series C Preferred Stock
2021-05-28
4
C
0
7700250
D
Class A Common Stock
7700250
0
I
See footnotes
Each share of the Issuer's Series A, Series B, Series B-1 and Series C Preferred Stock automatically converted into one share of the Issuer's Class A Common Stock immediately prior to the closing of the Issuer's initial public offering (the "Conversion"). The shares had no expiration date.
Pursuant to a reclassification exempt under Rule 16b-7, each share of the Issuer's Class A Common Stock was reclassified into one share of the Issuer's Voting Common Stock following the Conversion and immediately prior to the closing of the Issuer's initial public offering (the "Reclassification").
In the Conversion, the 488,607 shares of Series A Preferred Stock, 915,603 shares of Series B Preferred Stock and 6,819,693 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014") automatically converted into an aggregate of 8,223,903 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2014 held 13,573,035 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 13,573,035 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 11,376 shares of Series A Preferred Stock, 245,901 shares of Series B Preferred Stock and 64,047 shares of Series C Preferred Stock held by Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016") automatically converted into an aggregate of 321,324 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Fund 2016 held 665,271 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 665,271 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 49,803 shares of Series A Preferred Stock, 93,345 shares of Series B Preferred Stock and 695,265 shares of Series C Preferred Stock held by BCIP Venture Associates ("BCIP Venture") automatically converted into an aggregate of 838,413 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture held 1,383,753 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 1,383,753 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 3,357 shares of Series A Preferred Stock, 6,279 shares of Series B Preferred Stock and 46,773 shares of Series C Preferred Stock held by BCIP Venture Associates-B ("BCIP Venture-B") automatically converted into an aggregate of 56,409 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture-B held 93,096 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 93,096 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 1,137 shares of Series A Preferred Stock, 47,454 shares of Series B Preferred Stock, 15,030 shares of Series B-1 Preferred Stock and 12,504 shares of Series C Preferred Stock held by BCIP Venture Associates II, LP ("BCIP Venture II") automatically converted into an aggregate of 76,125 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II held 110,520 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 110,520 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 96 shares of Series A Preferred Stock, 3,402 shares of Series B Preferred Stock, 888 shares of Series B-1 Preferred Stock and 894 shares of Series C Preferred Stock held by BCIP Venture Associates II-B, LP ("BCIP Venture II-B") automatically converted into an aggregate of 5,280 shares of the Issuer's Class A Common Stock. Following the Conversion, BCIP Venture II-B held 8,145 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 8,145 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 220,146 shares of Series B Preferred Stock, 144,729 shares of Series B-1 Preferred Stock and 58,725 shares of Series C Preferred Stock held by Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") automatically converted into an aggregate of 423,600 shares of the Issuer's Class A Common Stock. Following the Conversion, Venture Coinvestment Fund II held 423,600 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 423,600 shares of the Issuer's Voting Common Stock in the Reclassification.
In the Conversion, the 8,805 shares of Series B Preferred Stock, 5,790 shares of Series B-1 Preferred Stock and 2,349 shares of Series C Preferred Stock held by BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II" and, together with Venture Fund 2014, Venture Fund 2016, BCIP Venture, BCIP Venture-B, BCIP Venture II, BCIP Venture II-B and Venture Coinvestment Fund II, the "Bain Capital Venture Entities") automatically converted into an aggregate of 16,944 shares of the Issuer's Class A Common Stock. Following the Conversion, 2019-MD Coinvestment II held 16,944 shares of the Issuer's Class A Common Stock, which were automatically reclassified into 16,944 shares of the Issuer's Voting Common Stock in the Reclassification.
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, (ii) the general partner of Bain Capital Venture Partners 2016, L.P. ("Venture Partners 2016"), which is the general partner of Venture Fund 2016 and (iii) 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. 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. 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.
(Continued From Footnote 11) As a result, each of BCVI, Venture Partners 2014, Venture Partners 2016, Venture Coinvestment II Investors 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. Each of BCVI, Venture Partners 2014, Venture Partners 2016, Venture Coinvestment II Investors and Messrs. Salem and Agarwal disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein.
Form 2 of 2
Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director
2021-06-01
BCIP Venture Associates II, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory
2021-06-01
BCIP Venture Associates II-B, LP, By: Boylston Coinvestors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory
2021-06-01
/s/ Enrique T. Salem
2021-06-01
/s/ Ajay Agarwal
2021-06-01