0000899243-21-033544.txt : 20210818 0000899243-21-033544.hdr.sgml : 20210818 20210818185436 ACCESSION NUMBER: 0000899243-21-033544 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210621 FILED AS OF DATE: 20210818 DATE AS OF CHANGE: 20210818 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: 211187859 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: 211187851 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: 211187850 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: 211187853 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: 211187855 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: 211187856 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: 211187858 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: 211187857 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: 211187854 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: 211187852 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 2021-06-21 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 Voting Common Stock 2021-06-21 4 X 0 75000 0.17 A 16349364 I See footnotes Voting Common Stock 2021-06-21 4 X 0 190500 1.48 A 16539864 I See footnotes Warrants (Right to Buy) 0.17 2021-06-21 4 X 0 75000 0.00 D Voting Common Stock 75000 0 I See footnotes Warrants (Right to Buy) 1.48 2021-06-21 4 X 0 190500 0.00 D Voting Common Stock 190500 0 I See footnotes Each warrant was exercisable by the holder in whole or in part at any time and from time to time on or before August 22, 2022. On June 21, 2021, each of Bain Capital Venture Fund 2016, L.P. ("Venture Fund 2016"), BCIP Venture Associates II, LP ("BCIP Venture II") and BCIP Venture Associates II-B, LP ("BCIP Venture II-B") exercised warrants to purchase 67,668, 6,768 and 564 shares of the Issuer's Voting Common Stock, respectively. Each warrant was exercisable by the holder in whole or in part at any time and from time to time on or before January 15, 2025. On June 21, 2021, each of Venture Fund 2016, BCIP Venture II and BCIP Venture II-B exercised warrants to purchase 171,882, 17,187 and 1,431 shares of the Issuer's Voting Common Stock, respectively (together with the transaction described in footnote 1 above, the "Warrant Exercises"). Includes 13,573,035 shares of the Issuer's Voting Common Stock held directly by Bain Capital Venture Fund 2014, L.P. ("Venture Fund 2014"), 904,821 shares of the Issuer's Voting Common Stock held directly by Venture Fund 2016, 1,383,753 shares of the Issuer's Voting Common Stock held directly by BCIP Venture Associates ("BCIP Venture"), 93,096 shares of the Issuer's Voting Common Stock held directly by BCIP Venture Associates-B ("BCIP Venture-B"), 134,475 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II, 10,140 shares of the Issuer's Voting Common Stock held directly by BCIP Venture II-B, 423,600 shares of the Issuer's Voting Common Stock held directly by Bain Capital Venture Coinvestment Fund II, L.P. ("Venture Coinvestment Fund II") and 16,944 shares of the Issuer's Voting Common Stock held directly by BCV 2019-MD Coinvestment II, L.P. ("2019-MD Coinvestment II" and, (Continued from footnote 3) 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"), in each case, after giving effect to the Warrant Exercises. 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 5) 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 2021-08-18 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 2021-08-18 Bain Capital Venture Partners 2014, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-08-18 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 2021-08-18 Bain Capital Venture Partners 2016, L.P., By: Bain Capital Venture Investors, LLC, its general partner, By: /s/ Matthew C. Harris, Title: Managing Director 2021-08-18 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 2021-08-18 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 2021-08-18 Bain Capital Venture Coinvestment II Investors, LLC, By: Bain Capital Venture Investors, LLC, its manager, By: /s/ Matthew C. Harris, Title: Managing Director 2021-08-18 BCIP Venture Associates, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 2021-08-18 BCIP Venture Associates-B, By: Boylston Coinvestors, LLC, its managing partner, By: /s/ Matthew C. Harris, Title: Authorized Signatory 2021-08-18