Bain Capital Investors Llc - Feb 24, 2025 Form 4 Insider Report for Waystar Holding Corp. (WAY)

Role
10%+ Owner
Signature
Bain Capital Investors, LLC, By: /s/ [David Humphrey], Title: Authorized Signatory
Stock symbol
WAY
Transactions as of
Feb 24, 2025
Transactions value $
-$218,193,795
Form type
4
Date filed
2/26/2025, 08:00 PM
Previous filing
Dec 16, 2024
Next filing
Mar 6, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WAY Common Stock, par value $0.01 per share Sale -$218M -5.65M -20.2% $38.60 22.3M Feb 24, 2025 See Footnote F1, F2, F3
transaction WAY Common Stock, par value $0.01 per share Other -573K -2.57% 21.8M Feb 24, 2025 See Footnote F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 (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 disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
F3 Pursuant to a registered public offering that closed on February 24, 2025, 552,696 shares of Common Stock were sold by Derby Investor and 5,099,993 shares of Common Stock were sold by Derby SPV Investor at a price of $38.60 (net of underwriting discount).
F4 On February 24, 2025, Derby Investor distributed 347,013 shares of Common Stock and Derby SPV Investor distributed 226,179 shares of Common Stock to one or more of their respective members or partners in connection with certain charitable gifts made by such members or partners or their direct or indirect owners.