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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
OpenView Management, LLC

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2021 C 12,481,460 A (1) 12,511,960 I By OpenView Venture Partners IV, L.P.(2)
Class A Common Stock 11/15/2021 C 408,030 A (1) 409,030 I By OpenView Affiliates Fund IV, L.P.(3)
Class A Common Stock 11/15/2021 S(4) 2,785,670 D $25.11 9,726,290 I By OpenView Venture Partners IV, L.P.(2)
Class A Common Stock 11/15/2021 S(4) 91,070 D $25.11 317,960 I By OpenView Affiliates Fund IV, L.P.(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (1) 11/15/2021 C 359,072 (1) (1) Class A Common Stock 3,590,720 $0.00 0 I By OpenView Venture Partners IV, L.P.(2)
Series B Convertible Preferred Stock (1) 11/15/2021 C 11,739 (1) (1) Class A Common Stock 117,390 $0.00 0 I By OpenView Affiliates Fund IV, L.P.(3)
Series B-1 Convertible Preferred Stock (1) 11/15/2021 C 22,246 (1) (1) Class A Common Stock 222,460 $0.00 0 I By OpenView Venture Partners IV, L.P.(2)
Series B-1 Convertible Preferred Stock (1) 11/15/2021 C 727 (1) (1) Class A Common Stock 7,270 $0.00 0 I By OpenView Affiliates Fund IV, L.P.(3)
Series C Convertible Preferred Stock (1) 11/15/2021 C 866,828 (1) (1) Class A Common Stock 8,668,280 $0.00 0 I By OpenView Venture Partners IV, L.P.(2)
Series C Convertible Preferred Stock (1) 11/15/2021 C 28,337 (1) (1) Class A Common Stock 283,370 $0.00 0 I By OpenView Affiliates Fund IV, L.P.(3)
1. Name and Address of Reporting Person*
OpenView Management, LLC

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OpenView General Partner IV, L.P.

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OpenView Venture Partners IV, L.P.

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OpenView Affiliates Fund IV, L.P.

(Last) (First) (Middle)
303 CONGRESS STREET, 7TH FLOOR

(Street)
BOSTON MA 02210

(City) (State) (Zip)
Explanation of Responses:
1. 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 had no expiration date. The number of underlying shares of common stock reported in Column 7 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 converted automatically upon closing of the Issuer's initial public offering.
2. The securities are held by OpenView Venture Partners IV, L.P. ("OVP IV LP"). OpenView Management, LLC ("OVM LLC") is the general partner of OpenView General Partner IV, L.P. ("OGP IV LP"), which is the general partner of OVP IV LP. Each of OVM LLC and OGP IV LP disclaims beneficial ownership of all the shares held by OVP IV LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. The securities are held by OpenView Affiliates Fund IV, L.P. ("OAF IV LP"). OGP IV LP is the general partner of OAF IV LP. Each of OVM LLC and OGP IV LP disclaims beneficial ownership of all the shares held by OAF IV LP except to the extent, if any, of its pecuniary interest therein and this report shall not be deemed an admission that it is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
4. These shares of Common Stock were sold in connection with the Issuer's initial public offering pursuant to the prospectus (including pursusant to the underwriters' exercise of their over-allotment option under such prospectus) dated November 12, 2021, and accompanying registration statement on Form S-1 (File No. 333-260297). The shares were sold at a price per share equal to the initial public offering price, net of underwriting discount and commissions.
Remarks:
/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC 11/17/2021
/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner IV, L.P 11/17/2021
/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner IV, L.P., the general partner of OpenView Affiliates Fund IV, L.P. 11/17/2021
/s/ Rufus King, Chief Legal Officer of OpenView Management, LLC, the general partner of OpenView General Partner IV, L.P., the general partner of OpenView Venture Partners IV, L.P. 11/17/2021
** 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).
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.