SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hawkins Matthew J.

(Last)

(First)

(Middle)

1550 DIGITAL DRIVE, #300

(Street)

LEHI

84043

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/07/2024

3. Issuer Name and Ticker or Trading Symbol
Waystar Holding Corp. [ WAY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	11/01/2027	Common Stock	2,562,880	$4.14	D
Stock Options (right to buy)	⁽²⁾	10/23/2029	Common Stock	2,178,000	$16.53	D
Stock Options (right to buy)	⁽³⁾	08/16/2032	Common Stock	468,875	$33.06	D
Stock Options (right to buy)	⁽⁴⁾	05/01/2034	Common Stock	145,200	$37.2	D
Stock Options (right to buy)	⁽⁵⁾	06/06/2034	Common Stock	1,250,000	$21.5	D

Explanation of Responses:

1. These options are currently vested.

2. Options granted on October 23, 2019 of which 50% of the option vests in five substantially equal annual installments commencing on October 22, 2020 and the remaining 50% of the option vests upon achievement of certain specified performance-based vesting criteria.

3. Options granted on August 16, 2022 of which 50% of the option vests in five substantially equal annual installments commencing on August 16, 2023 and the remaining 50% of the option vests upon achievement of certain specified performance-based vesting criteria.

4. Options granted on May 1, 2024 which vest in three equal annual installments commencing on May 1, 2025.

5. Options granted on June 6, 2024 which vest in five equal annual installments commencing on June 6, 2025.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Matthew R. A. Heiman, as Attorney-in-Fact	06/07/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.