0000899243-21-021452.txt : 20210601 0000899243-21-021452.hdr.sgml : 20210601 20210601214049 ACCESSION NUMBER: 0000899243-21-021452 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: 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: 21987523 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 CENTRAL INDEX KEY: 0001408649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987515 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCIP VENTURE ASSOCIATES-B CENTRAL INDEX KEY: 0001408676 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987514 BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2878 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Venture Fund 2016, L.P. CENTRAL INDEX KEY: 0001678394 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987517 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: BAIN CAPITAL VENTURE FUND 2014, L.P. CENTRAL INDEX KEY: 0001609330 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987519 BUSINESS ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2878 MAIL ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Venture Coinvestment II Investors, LLC CENTRAL INDEX KEY: 0001862142 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987520 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: BAIN CAPITAL, L.P. CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175162000 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET STREET 2: BAIN CAPITAL, L.P. CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bain Capital Venture Coinvestment Fund II, L.P. CENTRAL INDEX KEY: 0001756820 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987522 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: BCV 2019-MD Coinvestment II, L.P. CENTRAL INDEX KEY: 0001758683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987521 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: Bain Capital Venture Partners 2014, L.P. CENTRAL INDEX KEY: 0001767194 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987518 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: Bain Capital Venture Partners 2016, L.P. CENTRAL INDEX KEY: 0001862138 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40430 FILM NUMBER: 21987516 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 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 0001756820 Bain Capital Venture Coinvestment Fund II, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001758683 BCV 2019-MD Coinvestment II, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001862142 Bain Capital Venture Coinvestment II Investors, LLC 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001609330 BAIN CAPITAL VENTURE FUND 2014, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001767194 Bain Capital Venture Partners 2014, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001678394 Bain Capital Venture Fund 2016, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001862138 Bain Capital Venture Partners 2016, L.P. 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001408649 BCIP Venture Associates 200 CLARENDON STREET BOSTON MA 02116 0 0 1 0 0001408676 BCIP VENTURE ASSOCIATES-B 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 1 of 2 Bain Capital Venture Investors, LLC, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Fund 2014, L.P., By: Bain Capital Venture Partners 2014, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Fund 2016, L.P., By: Bain Capital Venture Partners 2016, L.P., its general partner, By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Partners 2016, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Coinvestment Fund II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 BCV 2019-MD Coinvestment II, L.P., By: Bain Capital Venture Coinvestment II Investors, LLC, its general partner, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 Bain Capital Venture Coinvestment II Investors, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 2021-06-01 BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 2021-06-01 BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 2021-06-01