SEC Filing – Flywire Corporation

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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^*

Ossa Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2021

3. Issuer Name and Ticker or Trading Symbol
Flywire Corp [ FLYW ]

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

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

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

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

	Form filed by One Reporting Person
X	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)
Class A common stock	1,121,280	D⁽¹⁾

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)
Series A preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	97,173	⁽²⁾⁽³⁾	D⁽¹⁾
Series B preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	2,100,129	⁽²⁾⁽³⁾	D⁽¹⁾
Series C preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	547,008	⁽²⁾⁽³⁾	D⁽¹⁾
Series D preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	6,625,002	⁽²⁾⁽³⁾	D⁽¹⁾
Series E-2 preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class B common stock	1,873,320	⁽²⁾⁽³⁾	D⁽¹⁾
Series F preferred stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A common stock	144,981	⁽²⁾⁽³⁾	D⁽¹⁾

1. Name and Address of Reporting Person^*

Ossa Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hotham Investments Pte. Ltd.

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fullerton Management Pte Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Temasek Holdings (Private) Ltd

(Last)

(First)

(Middle)

60B ORCHARD ROAD, #06-18 TOWER 2,

THE ATRIUM@ORCHARD

(Street)

SINGAPORE

238891

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported herein are held of record by Ossa Investments Pte. Ltd. ("Ossa Investments"), which is a direct wholly-owned subsidiary of Hotham Investments Pte. Ltd. ("Hotham"). Hotham is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd ("FMPL"), which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited ("Temasek Holdings"). Hotham, FMPL and Temasek Holdings may therefore be deemed to have or share beneficial ownership of the securities held by Ossa Investments.

2. Each share of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series F preferred stock is convertible, at the option of the holder, into one share of Class A common stock and each share of Series E-2 preferred stock is convertible, at the option of the holder, into one share of Class B common stock, in each case without payment or further consideration and has no expiration date. Immediately prior to the completion of the Issuer's initial public offering, each share of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series F preferred stock will automatically convert into one share of Class A common stock and each share of Series E-2 preferred stock will automatically convert into one share of Class B common stock, in each case without payment or further consideration.

3. (Continued from footnote 2) Immediately thereafter, but still prior to the completion of the initial public offering, the Class A common stock and Class B common stock will be reclassified into voting common stock and non-voting common stock, respectively.

Remarks:

	Ossa Investments Pte. Ltd., By: /s/ Han Sack Teng, Director	05/25/2021
	Hotham Investments Pte. Ltd., By: /s/ Han Sack Teng, Director	05/25/2021
	Fullerton Management Pte Ltd, By: /s/ Gregory Tan, Director	05/25/2021
	Temasek Holdings (Private) Limited, By: /s/ Jason Norman Lee, Authorized Signatory	05/25/2021
	** Signature of Reporting Person	Date
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