Waystar Holding Corp.

05/12/2025 | Press release | Distributed by Public on 05/12/2025 06:37

Statement of Changes in Beneficial Ownership (Form 4)

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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hawkins Matthew J.
2. Issuer Name and Ticker or Trading Symbol
Waystar Holding Corp. [WAY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
1550 DIGITAL DRIVE, #300
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2025
(Street)
LEHI, UT 84043
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock 05/09/2025 A(1) 264,131 A $ 0 764,131(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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
Stock Options (right to buy) $4.14 (3) 11/01/2027 Common Stock 1,719,548 1,719,548(4) D
Stock Options (right to buy) $4.14 (3) 11/01/2027 Common Stock 500,000 500,000(4) I By 2024 grantor retained annuity trust
Stock Options (right to buy) $4.14 (3) 11/01/2027 Common Stock 250,000 250,000(4) I By 2025 grantor retained annuity trust

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hawkins Matthew J.
1550 DIGITAL DRIVE, #300
LEHI, UT 84043
X Chief Executive Officer

Signatures

/s/ Gregory R. Packer, as Attorney-in-Fact 05/12/2025
**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) Reflects a grant of restricted stock units ("RSUs") which vest over 4 years, with 40% vesting in year 3 and 60% vesting in year 4. Each RSU represents a contingent right to receive one share of common stock, $0.01 par value per share (the "Common Stock") upon settlement.
(2) Includes unvested RSUs.
(3) These options are currently vested.
(4) On July 18, 2024 and April 28, 2025, the Reporting Person contributed 500,000 stock options and 250,000 stock options, respectively, to grantor retained annuity trusts for which the Reporting Person acts as the trustee and is the sole annuitant. While such contributions did not result in a change of beneficial ownership, these holdings are reflected separately to note indirect ownership via such trusts.
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.
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