Waystar Holding Corp.

12/16/2024 | Press release | Distributed by Public on 12/16/2024 16:51

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAIN CAPITAL INVESTORS LLC
2. Issuer Name and Ticker or Trading Symbol
Waystar Holding Corp. [WAY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 CLARENDON STREET 		3. Date of Earliest Transaction (Month/Day/Year)
12/12/2024
(Street)
BOSTON, MA 02116 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Ordinary Shares, $0.01 par value 12/12/2024 J(2) 23,936,936 D (2) 4,043,481 I See Footnote(1)
Ordinary Shares, $0.01 par value 12/12/2024 J(2) 23,936,936 A (2) 27,980,417 I See Footnote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAIN CAPITAL INVESTORS LLC
200 CLARENDON STREET
BOSTON, MA 02116 		X
BCPE Derby Investor, LP
200 CLARENDON STREET
BOSTON, MA 02116 		X
BCPE Derby GP, LLC
200 CLARENDON STREET
BOSTON, MA 02116 		X
Bain Capital Fund XI, L.P.
200 CLARENDON STREET
BOSTON, MA 02116 		X
Bain Capital Partners XI, L.P.
200 CLARENDON STREET
BOSTON, MA 02116 		X

Signatures

Bain Capital Investors, LLC, By: /s/ David Humphrey, Title: Authorized Signatory 12/16/2024
**Signature of Reporting Person Date
BCPE Derby Investor, LP, By: BCPE Derby GP, LLC, its general partner, 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 manager, By: /s/ David Humphrey, Title: Authorized 12/16/2024
**Signature of Reporting Person Date
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/ David Humphrey, Title: Authorized Signatory 12/16/2024
**Signature of Reporting Person Date
Bain Capital Fund XI, LP, By: Bain Capital Partners XI, LP, its general partner, By: Bain Capital Investors, LLC, its manager, By: /s/ David Humphrey, Title: Authorized Signatory 12/16/2024
**Signature of Reporting Person Date
Bain Capital Partners XI, LP, By: Bain Capital Investors, LLC, its manager, By: /s/ David Humphrey, Title: Authorized Signatory 12/16/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Bain Capital Fund XI, LP ("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"). Bain Capital Investors, LLC ("BCI") is the manager of Bain Capital Partners XI, LP ("Partners XI" and, together with BCI, Derby GP, Derby Investor, Derby SPV GP, Derby SPV Investor and Fund XI, the "Bain Capital Entities"), which is the general partner of Fund XI. As a result, each of the Bain Capital Entities may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Derby Investor and Derby SPV Investor. Each of the Bain Capital Entities disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest therein.
(2) On December 12, 2024, Derby SPV Investor received 23,936,936 shares of Common Stock (the "Shares") in a transaction that is exempt from Section 16 pursuant to Rule 16a-13, wherein Derby Investor distributed the Shares to Fund XI, and then Fund XI immediately contributed the Shares to Derby SPV Investor. Following the transaction, Derby Investor directly owns 4,043,481 shares and Derby SPV Investor directly owns 23,936,936 shares.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.