Form 4 for WAY Waystar Holding Corp.
Accepted 2025-02-26 00:00:00 ET · period of report 2025-02-24 · accession 0000950170-25-028174 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| I | 2025-02-26 | 2025-02-24 | WAY | BAIN CAPITAL INVESTORS LLC | 10% | S - Sale | $38.60 | -5.65M | 22.33M | -20% | -$218.19M |
| I | 2025-02-26 | 2025-02-24 | WAY | BAIN CAPITAL INVESTORS LLC | 10% | J - Other | — | -573.2K | 21.75M | -3% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.01 per share | 2025-02-24 | S | D | 5,652,689 | $38.60 | 22,327,728 | I See Footnote | — | — | (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). (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. (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"). |
| 2 | Common | Common Stock, par value $0.01 per share | 2025-02-24 | J | D | 573,192 | — | 21,754,536 | I See Footnote | — | — | (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. (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. (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"). |