SEC Form SC 13G/A filed by Flywire Corporation Voting (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Flywire Corporation

(Name of Issuer)

Voting Common Stock, $0.0001

par value per share

(Title of Class of Securities)

302492103

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 302492103		13G		Page 2 of 15

 

1		Names of reporting persons     Bain Capital Venture Fund 2014, L.P.
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Cayman Islands

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     9,556,504 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     9,556,504 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     9,556,504 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     9.2%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 3 of 15

 

1		Names of reporting persons     BCIP Venture Associates
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     974,274 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     974,274 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     974,274 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     0.9%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 4 of 15

 

1		Names of reporting persons     Bain Capital Venture Fund 2016, L.P.
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Cayman Islands

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     637,066 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     637,066 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     637,066 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     0.6%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 5 of 15

 

1		Names of reporting persons     Bain Capital Venture Coinvestment Fund II, L.P.
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Cayman Islands

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     298,248 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     298,248 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     298,248 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     0.3%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 6 of 15

 

1		Names of reporting persons     BCIP Venture Associates II, LP
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     94,681 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     94,681 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     94,681 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     Less than 0.1%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 7 of 15

 

1		Names of reporting persons     BCIP Venture Associates-B
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     65,547 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     65,547 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     65,547 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     Less than 0.1%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 8 of 15

 

1		Names of reporting persons     BCV 2019-MD Coinvestment II, L.P.
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Cayman Islands

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     11,930 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     11,930 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     11,930 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     Less than 0.1%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 9 of 15

 

1		Names of reporting persons     BCIP Venture Associates II-B, LP
2		Check the appropriate box if a member of a group   (a)  ☐        (b)  ☐
3		SEC use only
4		Citizenship or place of organization     Delaware

Number of shares  beneficially  owned by each reporting person with:				5		Sole voting power     0 shares of Voting Common Stock
				6		Shared voting power     7,138 shares of Voting Common Stock
				7		Sole dispositive power     0 shares of Voting Common Stock
				8		Shared dispositive power     7,138 shares of Voting Common Stock

9		Aggregate amount beneficially owned by each reporting person     7,138 shares of Voting Common Stock
10		Check if the aggregate amount in Row (9) excludes certain shares     ☐
11		Percent of class represented by amount in Row (9)     Less than 0.1%
12		Type of reporting person     PN

CUSIP No. 302492103		13G		Page 10 of 15

 

Item 1(a). Name of Issuer

The name of the issuer to which this filing on Schedule 13G relates is Flywire Corporation (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices

The principal executive offices of the Issuer are located at 141 Tremont Street #10, Boston, Massachusetts 02111.

Item 2(a). Name of Person Filing

This Schedule 13G is being filed jointly by Bain Capital Venture Fund 2014, L.P., a Cayman Islands exempted limited partnership (“BCV Fund 2014”), BCIP Venture Associates, a Delaware limited partnership (“BCIP Venture”), Bain Capital Venture Fund 2016, L.P., a Cayman Islands exempted limited partnership (“BCV Fund 2016”), Bain Capital Venture Coinvestment Fund II, L.P., a Cayman Islands exempted limited partnership (“BCV Coinvest Fund II”), BCIP Venture Associates II, LP, a Delaware limited partnership (“BCIP Venture II”), BCIP Venture Associates-B, a Delaware limited partnership (“BCIP Venture-B”), BCV 2019-MD Coinvestment II, L.P., a Cayman Islands exempted limited partnership (“BCV 2019-MD Coinvest II”), and BCIP Venture Associates II-B, LP, a Delaware limited partnership (“BCIP Venture II-B” and, together with BCV Fund 2014, BCIP Venture, BCV Fund 2016, BCV Coinvest Fund II, BCIP Venture II, BCIP Venture-B and BCV 2019-MD Coinvest II, the “Reporting Persons”).

Bain Capital Venture Investors, LLC, a Delaware limited liability company (“BCVI”), is the (i) general partner of Bain Capital Venture Partners 2014, L.P., a Cayman Islands exempted limited partnership (“BCV Partners 2014”), which is the general partner of BCV Fund 2014, (ii) general partner of Bain Capital Venture Partners 2016, L.P., a Cayman Islands exempted limited partnership (“BCV Partners 2016”), which is the general partner of BCV Fund 2016 and (iii) the manager of Bain Capital Venture Coinvestment II Investors, LLC, a Cayman Islands limited liability company (“BCV Coinvest II Investors”), which is the general partner of each of BCV Coinvest Fund II and BCV 2019-MD Coinvest II.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston” and, together with the Reporting Persons, BCVI, BCV Partners 2014, BCV Partners 2016 and BCV Coinvest II Investors, the “Bain Capital Venture Entities”), is the (i) managing partner of each of BCIP Venture and BCIP Venture-B and (ii) 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 Reporting Persons is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal.

As a result, each of BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

Item 2(b). Address of Principal Business Office or, if None, Residence

The principal business address of each of the Bain Capital Venture Entities and Messrs. Salem and Agarwal is 200 Clarendon Street, Boston, Massachusetts 02116.

CUSIP No. 302492103		13G		Page 11 of 15

 

Item 2(c). Citizenship

BCV Fund 2014, BCV Fund 2016, BCV Coinvest Fund II, BCV 2019-MD Coinvest II, BCV Partners 2014, BCV Partners 2016 and BCV Coinvest II Investors are each organized under the laws of the Cayman Islands. BCVI, Boylston, BCIP Venture, BCIP Venture-B, BCIP Venture II and BCIP Venture II-B are each organized under the laws of the State of Delaware. Messrs. Salem and Agarwal are citizens of the United States.

Item 2(d). Title of Class of Securities

The class of securities of the Issuer to which this Schedule 13G relates is Voting Common Stock, $0.0001 par value per share (“Voting Common Stock”).

Item 2(e). CUSIP Number

The CUSIP number of the Voting Common Stock is 302492103.

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4. Ownership

(a) Amount beneficially owned:

As of the close of business on December 31, 2022, (i) BCV Fund 2014 held 9,556,504 shares of Voting Common Stock, representing approximately 9.2% of the outstanding shares of Voting Common Stock, (ii) BCIP Venture held 974,274 shares of Voting Common Stock, representing approximately 0.9% of the outstanding shares of Voting Common Stock, (iii) BCV Fund 2016 held 637,066 shares of Voting Common Stock, representing approximately 0.6% of the outstanding shares of Voting Common Stock, (iv) BCV Coinvest Fund II held 298,248 shares of Voting Common Stock, representing approximately 0.3% of the outstanding shares of Voting Common Stock, (v) BCIP Venture II held 94,681 shares of Voting Common Stock, representing less than 0.1% of the outstanding shares of Voting Common Stock, (vi) BCIP Venture- B held 65,547

CUSIP No. 302492103		13G		Page 12 of 15

 

shares of Voting Common Stock, representing less than 0.1% of the outstanding shares of Voting Common Stock, (vii) BCV 2019-MD Coinvest II held 11,930 shares of Voting Common Stock, representing less than 0.1% of the outstanding shares of Voting Common Stock and (viii) BCIP Venture II-B held 7,138 shares of Voting Common Stock, representing less than 0.1% of the outstanding shares of Voting Common Stock.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 11,645,388 shares of Voting Common Stock, representing approximately 11.2% of the outstanding shares of Voting Common Stock.

The percentage of the outstanding shares of Common Stock held by the Reporting Persons is based on 104,390,654 shares of Voting Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022.

(b) Percent of class:

See Item 4(a) hereof.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or direct the vote:

 

BCV Fund 2014			9,556,504
BCIP Venture			974,274
BCV Fund 2016			637,066
BCV Coinvest Fund II			298,248
BCIP Venture II			94,681
BCIP Venture-B			65,547
BCV 2019-MD Coinvest II			11,930
BCIP Venture II-B			7,138

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

 

BCV Fund 2014			9,556,504
BCIP Venture			974,274
BCV Fund 2016			637,066
BCV Coinvest Fund II			298,248
BCIP Venture II			94,681
BCIP Venture-B			65,547
BCV 2019-MD Coinvest II			11,930
BCIP Venture II-B			7,138

CUSIP No. 302492103		13G		Page 13 of 15

 

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

CUSIP No. 302492103		13G		Page 14 of 15

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.

 

Dated: February 14, 2023				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
						Name: Matthew C. Harris
						Title: Partner
				BCIP Venture Associates
				By:		Boylston Coinvestors, LLC,
						its managing partner
				By:		/s/ Matthew C. Harris
						Name: Matthew C. Harris
						Title: Authorized Signatory
				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
						Name: Matthew C. Harris
						Title: Partner
				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
						Name: Matthew C. Harris
						Title: Partner

CUSIP No. 302492103		13G		Page 15 of 15

 

 

				BCIP Venture Associates II, LP
				By:		Boylston Coinvestors, LLC,
						its general partner
				By:		/s/ Matthew C. Harris
						Name: Matthew C. Harris
						Title: Authorized Signatory
				BCIP Venture Associates-B
				By:		Boylston Coinvestors, LLC,
						its managing partner
				By:		/s/ Matthew C. Harris
						Name: Matthew C. Harris
						Title: Authorized Signatory
				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
						Name: Matthew C. Harris
						Title: Partner
				BCIP Venture Associates II-B, LP
				By:		Boylston Coinvestors, LLC,
						its general partner
				By:		/s/ Matthew C. Harris
						Name: Matthew C. Harris
						Title: Authorized Signatory