UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
EXPENSIFY, INC.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
30219Q106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 30219Q106
| 1 |
NAME OF REPORTING PERSON
OpenView Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,044,250 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,044,250 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,044,250 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| (1) | Percentage based on 67,519,744 shares of Common Stock outstanding as of December 20, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2021. |
CUSIP No. 30219Q106
| 1 |
NAME OF REPORTING PERSON
OpenView General Partner IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
10,044,250 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
10,044,250 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,044,250 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.9% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | Percentage based on 67,519,744 shares of Common Stock outstanding as of December 20, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2021. |
CUSIP No. 30219Q106
| 1 |
NAME OF REPORTING PERSON
OpenView Venture Partners IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
9,726,290 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
9,726,290 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,726,290 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.4% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | Percentage based on 67,519,744 shares of Common Stock outstanding as of December 20, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2021. |
CUSIP No. 30219Q106
| 1 |
NAME OF REPORTING PERSON
OpenView Affiliates Fund IV, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
317,960 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
317,960 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
317,960 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | Percentage based on 67,519,744 shares of Common Stock outstanding as of December 20, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2021. |
| Item 1. |
| (a) | Name of Issuer | |
| Expensify, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 401 SW 5th Avenue Portland, OR 97209 | ||
Item 2.
| (a) – (c) | Names of Persons Filing; Address; Citizenship: |
| (i) OpenView Management, LLC, a Delaware Limited Liability Company (“OVM LLC”) |
| (ii) OpenView General Partner IV, L.P. a Delaware Limited Partnership (“OGP IV LP”) |
| (iii) OpenView Venture Partners IV, L.P. a Delaware Limited Partnership (“OV IV LP”) |
| (iv) OpenView Affiliates Fund IV, L.P., a Delaware Limited Partnership (“OAF IV LP”) |
| OVM LLC and the Funds are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address for each of the Reporting Persons is 303 Congress Street, 7th Floor, Boston, MA 02210. |
| (d) | Title of Class of Securities | |
| Class A Common Stock, par value $0.0001 per share | ||
| (e) | CUSIP Number | |
| 30219Q106 | ||
| 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); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (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); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||
| Item 4. | Ownership. |
| (a) | and (b) Amount beneficially owned: |
| (i) OVM LLC may be deemed to beneficially own 10,044,250 shares of Class A Common Stock, consisting of 9,726,290 shares of Class A Common Stock held by OV IV LP and 317,960 shares of Class A Common Stock held by OAF IV LP, which in the aggregate represents 14.9% of the outstanding Class A Common Stock.
(ii) OGV IV LP may be deemed to beneficially own 10,044,250 shares of Class A Common Stock, consisting of 9,726,290 shares of Class A Common Stock held by OV IV LP and 317,960 shares of Class A Common Stock held by OAF IV LP, which in the aggregate represents 14.9% of the outstanding Class A Common Stock.
(iii) OV IV LP directly owns 9,726,290 shares of Class A Common Stock, which represents 14.4% of the outstanding Class A Common Stock.
(iv) OAF IV LP directly owns 317,960 shares of Class A Common Stock, which represents 0.5% of the outstanding Class A Common Stock. |
| (c) | Number of shares as to which such person has: |
| Number of Shares of Common Stock | ||||||||||||||||
| Reporting Person |
(i) | (ii) | (iii) | (iv) | ||||||||||||
| OVM LLC |
10,044,250 | 0 | 10,044,250 | 0 | ||||||||||||
| OGP IV LP |
10,044,250 | 0 | 10,044,250 | 0 | ||||||||||||
| OV IV LP |
9,726,290 | 0 | 9,726,290 | 0 | ||||||||||||
| OAF IV LP |
317,960 | 0 | 317,960 | 0 | ||||||||||||
| (i) Sole power to vote or direct the vote
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of |
Percentage based on 67,519,744 shares of Common Stock outstanding as of December 20, 2021, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐ | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| N/A. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |
| N/A | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| N/A | ||
| Item 9. | Notice of Dissolution of Group. | |
| N/A | ||
| Item 10. | Certifications. | |
| N/A | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2022
| OPENVIEW MANAGEMENT, LLC |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW GENERAL PARTNER IV, L.P. |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW AFFILIATES FUND IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW VENTURE PARTNERS IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
EXECUTED as of this 9th day of February, 2022.
| OPENVIEW MANAGEMENT, LLC |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW GENERAL PARTNER IV, L.P. |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW AFFILIATES FUND IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |
| OPENVIEW VENTURE PARTNERS IV, L.P. |
| By: OpenView General Partner IV, L.P., general partner |
| By: OpenView Management, LLC, general partner |
| /s/ Rufus C. King |
| Rufus C. King, Attorney-in-Fact |