Large owner Bain Capital Investors Llc sold $129,522,325 worth of shares (3,464,090 units at $37.39) and disposed of 235,397 shares (SEC Form 4)
$WAY
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Waystar Holding Corp. [ WAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.01 per share | 05/16/2025 | S(3) | 3,012,253 | D | $37.39(3) | 18,742,283 | I | See Footnote(1)(2) | ||
| Common Stock, par value $0.01 per share | 05/16/2025 | J(4) | 235,397 | D | (4) | 18,506,886 | I | See Footnote(1)(2) | ||
| Common Stock, par value $0.01 per share | 05/20/2025 | S(5) | 451,837 | D | $37.39(5) | 18,055,049 | I | See Footnote(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, L.P. ("Partners XI"), which is the general partner of Bain Capital Fund XI, L.P. ("Fund XI"). Fund XI is the (i) sole member of BCPE Derby GP, LLC ("Derby GP"), which is the general partner of BCPE Derby Investor, LP ("Derby Investor") and (ii) sole member of BCPE Derby (DE) SPV, LLC ("Derby SPV GP"), which is the general partner of BCPE Derby (DE) SPV, LP ("Derby SPV Investor" and, together with BCI, Partners XI, Fund XI, Derby GP, Derby Investor and Derby SPV GP, the "Bain Capital Entities"). |
| 2. (Continued from footnote 1) As a result, the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), held by Derby Investor and Derby SPV Investor. The Bain Capital Entities disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. |
| 3. Pursuant to a registered public offering that closed on May 16, 2025, 233,925 shares of Common Stock were sold by Derby Investor and 2,778,328 shares of Common Stock were sold by Derby SPV Investor at a price of $37.3937 (net of underwriting discount). |
| 4. On May 16, 2025, Derby Investor distributed 235,397 shares of Common Stock to one or more of its members or partners in connection with certain charitable gifts made by such members or partners or their direct or indirect owners. |
| 5. In connection with the exercise of the underwriters' option to purchase additional shares of Common Stock in a registered public offering that closed on May 20, 2025, 65,295 shares of Common Stock were sold by Derby Investor and 386,542 shares of Common Stock were sold by Derby SPV Investor at a price of $37.3937 (net of underwriting discount). |
| Bain Capital Investors, LLC, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| BCPE Derby Investor, LP, By: BCPE Derby GP, LLC, its GP, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its GP, By: Bain Capital Investors, LLC, its GP, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| BCPE Derby GP, LLC, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| Bain Capital Fund XI, L.P., By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| Bain Capital Partners XI, L.P., By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| BCPE Derby (DE) SPV, LP, By: BCPE Derby (DE) SPV (GP), LLC, its GP, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its GP, By: Bain Capital Investors, LLC, its GP, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| BCPE Derby (DE) SPV (GP), LLC, By: Bain Capital Fund XI, L.P., its member, By: Bain Capital Partners XI, L.P., its general partner, By: Bain Capital Investors, LLC, its general partner, By: /s/ Paul Moskowitz, Title: Authorized Signatory | 05/20/2025 | |
| ** 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 4 (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. | ||