SEC Filing | Expensify, Inc

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Martirano David

(Last)

(First)

(Middle)

15 HUMBOLDT AVE.

(Street)

PROVIDENCE

02906

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2021

3. Issuer Name and Ticker or Trading Symbol
Expensify, Inc. [ [EXFY] ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	5,400	I	See note⁽¹⁾
Class A Common Stock	1,190	I	See note⁽²⁾
Class A Common Stock	15,290	I	See note⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	203,950⁽⁴⁾	⁽⁴⁾	I	See note⁽¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,781,080⁽⁴⁾	⁽⁴⁾	I	See note⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,019,740⁽⁴⁾	⁽⁴⁾	I	See note⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	144,240⁽⁴⁾	⁽⁴⁾	I	See note⁽⁷⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,930⁽⁴⁾	⁽⁴⁾	I	See note⁽¹⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	80,750⁽⁴⁾	⁽⁴⁾	I	See note⁽⁵⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	310,390⁽⁴⁾	⁽⁴⁾	I	See note⁽²⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,990,620	⁽⁴⁾	I	See note⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	29,620⁽⁴⁾	⁽⁴⁾	I	See note⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	14,910⁽⁴⁾	⁽⁴⁾	I	See note⁽¹⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	203,400⁽⁴⁾	⁽⁴⁾	I	See note⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	22,060⁽⁴⁾	⁽⁴⁾	I	See note⁽²⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	283,600⁽⁴⁾	⁽⁴⁾	I	See note⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	74,560⁽⁴⁾	⁽⁴⁾	I	See note⁽⁶⁾

Explanation of Responses:

1. By PJC-DV II LLC ("DV II"). David Martirano is the Manager of DV II and in such capacity may be deemed to beneficially own such securities.

2. By Point Judith Venture Fund III, L.P. ("Fund III"). Point Judith Capital Partners III LLC ("Partners III") is the general partner of Fund III. Mr. Martirano is the manager of Partners III, and in such capacity may be deemed to beneficially own such securities.

3. By Point Judith Venture Fund III (QP), L.P. ("Fund III (QP)"). Partners III is the general partner of Fund III (QP). Mr. Martirano is the manager of Partners III and in such capacity may be deemed to beneficially own such securities.

4. Each share of Convertible Preferred Stock was initially convertible on a one-for-one basis into the Issuer's Class A Common Stock at any time at the holder's election and has no expiration date. The number of underlying shares of common stock reported in Column 3 gives effect to a 10-for-1 forward stock split effective as of October 27, 2021, pursuant to which each share of Convertible Preferred Stock became convertible into 10 shares of Class A Common Stock. The Convertible Preferred Stock will convert automatically upon closing of the Issuer's initial public offering.

5. By PJC-DV LLC ("DV"). DMM SPV Management LLC ("DMM") is the manager of DV. Mr. Martirano is the manager of DMM and in such capacity may be deemed to beneficially own such securities.

6. By Point Judith Venture Fund IV, L.P. ("Fund IV"). Point Judith Capital Partners IV LLC ("Partners IV") is the general partner of Fund IV. Mr. Martirano is the manager of Partners IV, and in such capacity may be deemed to beneficially own such securities.

7. By MKC Holdings Group LLC ("MKC"). Mr. Martirano is the manager of MKC and in such capacity may be deemed to beneficially own such securities.

Remarks:

	/s/ David Martirano	11/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.