| Item 1. | |
| (a) | Name of issuer:
Waystar Holding Corp. |
| (b) | Address of issuer's principal executive offices:
1550 Digital Drive, # 300 Lehi, Utah 84043 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed jointly by Derby LuxCo S.a r.l. ("Derby") and EQT Fund Management S.a r.l. ("EFMS") (each a "Reporting Person" and, together, the "Reporting Persons"), pursuant to an agreement of joint filing.
Several investment vehicles collectively make up the fund known as "EQT VIII." EQT VIII owns 100% of the membership interests in Derby. EFMS has exclusive responsibility for the management and control of the business and affairs of investment vehicles which constitute the majority of the total commitments to EQT VIII. EFMS is overseen by a board of not less than three individuals that acts by majority approval.
EFMS may be deemed to beneficially own the shares of Common Stock (as defined below) directly owned by Derby, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that EFMS is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose and EFMS expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act.
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Derby is:
51A, Boulevard Royal
L-2449 Luxembourg
Citizenship: Luxembourg
The address of the principal business office of EFMS is:
EQT Fund Management S.a r.l.
51A, Boulevard Royal
L-2449 Luxembourg
Citizenship: Luxembourg
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| (c) | Citizenship:
Derby LuxCo S.a r.l. - Luxembourg
EQT Fund Management S.a r.l. - Luxembourg
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| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
946784105 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G and the information set forth or incorporated in Item 2(a) is incorporated by reference in its entirety into this Item 4.
As of March 31, 2025, Derby directly holds 38,828,374 shares of the Issuer's Common stock, par value $0.01 per share ("Common Stock"). EFMS may be deemed to beneficially own the Common Stock directly held by Derby. |
| (b) | Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Stock listed on such Reporting Person's cover page. Calculations of the percentage of Common Stock beneficially owned are based on 172,963,709 shares of Common Stock outstanding as of March 31, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on April 30, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See each cover page hereof.
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| | (ii) Shared power to vote or to direct the vote:
See each cover page hereof.
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| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
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| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The several investment vehicles that collectively constitute EQT VIII may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock held by Derby by virtue of their ownership of Derby's membership interests. Of these vehicles, EQT VIII SCSp may be deemed to have the indirect right to receive or the indirect power to direct the receipt of dividends from, or the proceeds from the sale of, 5.0% or more of the Issuer's outstanding Common Stock. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)