SEC Filing | Expensify, Inc

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Martirano David

(Last)

(First)

(Middle)

15 HUMBOLDT AVE.

(Street)

PROVIDENCE

02906

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2021		C		224,790	A	$0	230,190	I	See note⁽¹⁾
Class A Common Stock	11/15/2021		C		332,450	A	$0	333,640	I	See note⁽²⁾
Class A Common Stock	11/15/2021		C		4,274,220	A	$0	4,289,510	I	See note⁽³⁾
Class A Common Stock	11/15/2021		C		3,065,230	A	$0	3,065,230	I	See note⁽⁴⁾
Class A Common Stock	11/15/2021		C		1,123,920	A	$0	1,123,920	I	See note⁽⁵⁾
Class A Common Stock	11/15/2021		C		144,240	A	$0	144,240	I	See note⁽⁶⁾
Class A Common Stock	11/15/2021		S		50	D	$25.11	230,140	I	See note⁽¹⁾
Class A Common Stock	11/15/2021		S		78,370	D	$25.11	255,270	I	See note⁽²⁾
Class A Common Stock	11/15/2021		S		1,007,630	D	$25.11	3,281,880	I	See note⁽³⁾
Class A Common Stock	11/15/2021		S		720,040	D	$25.11	2,345,190	I	See note⁽⁴⁾
Class A Common Stock	11/15/2021		S		201,920	D	$25.11	922,000	I	See note⁽⁵⁾
Class A Common Stock	11/15/2021		S		33,880	D	$25.11	110,360	I	See note⁽⁶⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			20,395⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	203,950⁽⁷⁾	$0	0	I	See note⁽¹⁾
Series B Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			278,108⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,781,080⁽⁷⁾	$0	0	I	See note⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			101,974⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,019,740⁽⁷⁾	$0	0	I	See note⁽⁵⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			14,424⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	144,240⁽⁷⁾	$0	0	I	See note⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			593⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	5,930⁽⁷⁾	$0	0	I	See note⁽¹⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			8,075⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock⁽⁷⁾	80,750⁽⁷⁾	$0	0	I	See note⁽⁴⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			31,039⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	310,390⁽⁷⁾	$0	0	I	See note⁽²⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			399,062⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,990,620⁽⁷⁾	$0	0	I	See note⁽³⁾
Series B-1 Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			2,962⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	29,620⁽⁷⁾	$0	0	I	See note⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			1,491⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	14,910⁽⁷⁾	$0	0	I	See note⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			20,340⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	203,400⁽⁷⁾	$0	0	I	See note⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			2,206⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	22,060⁽⁷⁾	$0	0	I	See note⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			28,360⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	283,600⁽⁷⁾	$0	0	I	See note⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	11/15/2021		C			7,456⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	74,560⁽⁷⁾	$0	0	I	See note⁽⁵⁾

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. 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.

5. 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.

6. 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.

7. Each share of Convertible Preferred Stock automatically converted on a one-for-ten basis (after giving effect to a 10-for-1 forward stock split effective as of October 27, 2021) upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ David Martirano	11/16/2021
	** 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 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).
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