Home/Filings/3/0000899243-21-020657

3//SEC Filing

Spark Capital II LP 3

Accession 0000899243-21-020657

CIK 0001580560other

View on SEC.gov Company Profile

Filed

May 24, 8:00 PM ET

Accepted

May 25, 8:34 PM ET

Size

33.1 KB

Accession

0000899243-21-020657

Insider Transaction Report

Form 3

Period: 2021-05-25

Flywire CorpFLYW

Spark Management Partners II, LLC

10% Owner

Holdings

Class A Common Stock
(indirect: See footnote)
6,723
Class A Common Stock
(indirect: See footnote)
679,368
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Class A Common Stock
(indirect: See footnote)
95,904
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Class A Common Stock
(indirect: See footnote)
627
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)

SPARK CAPITAL FOUNDERS FUND II LP

10% Owner

Holdings

Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Class A Common Stock
(indirect: See footnote)
627
Class A Common Stock
(indirect: See footnote)
679,368
Class A Common Stock
(indirect: See footnote)
6,723
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Class A Common Stock
(indirect: See footnote)
95,904
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)

Spark Growth Management Partners LLC

10% Owner

Holdings

Class A Common Stock
(indirect: See footnote)
6,723
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)
Class A Common Stock
(indirect: See footnote)
627
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Class A Common Stock
(indirect: See footnote)
679,368
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Class A Common Stock
(indirect: See footnote)
95,904

Spark Capital II LP

10% Owner

Holdings

Class A Common Stock
(indirect: See footnote)
6,723
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Class A Common Stock
(indirect: See footnote)
95,904
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)
Class A Common Stock
(indirect: See footnote)
627
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Class A Common Stock
(indirect: See footnote)
679,368
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)

Spark Capital Growth Fund LP

10% Owner

Holdings

Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Class A Common Stock
(indirect: See footnote)
6,723
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Class A Common Stock
(indirect: See footnote)
627
Class A Common Stock
(indirect: See footnote)
679,368
Class A Common Stock
(indirect: See footnote)
95,904
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)

Spark Capital Growth Founders' Fund, L.P.

10% Owner

Holdings

Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (15,945 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (19,983 underlying)
Series C Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,054,843 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (309 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (3,534 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (47,301 underlying)
Class A Common Stock
(indirect: See footnote)
627
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (53,250 underlying)
Class A Common Stock
(indirect: See footnote)
679,368
Class A Common Stock
(indirect: See footnote)
6,723
Class A Common Stock
(indirect: See footnote)
95,904
Series A Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (8,139,309 underlying)
Series B Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (2,437,785 underlying)
Series F-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (357,141 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (7,359 underlying)
Series B-1 Preferred Stock
(indirect: See footnote)
→ Class A Common Stock (1,125,039 underlying)

Footnotes (6)

[F1]Immediately prior to the closing of the initial public offering of the Issuer's Common Stock, each share of Class A Common Stock will be reclassified into one share of Voting Common Stock and each share of Class B Common Stock will be reclassified into one share of Non-Voting Common Stock (the "Reclassification").
[F2]These shares are held of record by Spark Capital Founders' Fund II, L.P. ("Spark Capital FF II"). Spark Management Partners II, LLC ("SMP II") is the general partner of Spark Capital FF II. Paul Conway, Bijan Sabet, Santo Politi, and Alexander J, Finkelstein, a member of the Issuer's board of directors (the "Managing Members") are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
[F3]These shares are held of record by Spark Capital Growth Founders' Fund, L.P. ("Spark Capital Growth FF"). Spark Growth Management Partners, LLC ("SGMP") is the general partner of Spark Capital Growth FF. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
[F4]These shares are held of record by Spark Capital Growth Fund, L.P. ("Spark Capital Growth"). SGMP is the general partner of Spark Capital Growth. The Managing Members are the managing members of SGMP. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SGMP and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
[F5]These shares are held of record by Spark Capital II, L.P. ("Spark Capital II"). SMP II is the general partner of Spark Capital II. The Managing Members are the managing members of SMP II. Each of the Managing Members may be deemed to share investment, voting and dispositive power over these shares. Each of SMP II and the Managing Members disclaim beneficial ownership of these shares and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
[F6]Each share of the Issuer's Series A, Series B, Series B-1, Series C, Series D, Series E-1 and Series F-1 Preferred Stock are convertible into Class A Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification and each share of the Issuer's Series E-2 Preferred Stock convertible into Class B Common Stock on a 1 for 1 basis at the holder's election and will automatically convert immediately prior to the Reclassification. These shares have no expiration date.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

Flywire Corp

CIK 0001580560

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001407645

Filing Metadata

Form type: 3
Filed: May 24, 8:00 PM ET
Accepted: May 25, 8:34 PM ET
Size: 33.1 KB

View on SEC.gov