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 RI 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 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock 230,140 I See note(1)
Class A Common Stock 255,270 I See note(2)
Class A Common Stock 3,281,880 I See note(3)
Class A Common Stock 06/03/2022 J(4) 1,915,646 D $0 429,544 I See note(4)
Class A Common Stock 922,000 I See note(5)
Class A Common Stock 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares held by PJC-DV II LLC ("DV II"). David Martirano (the "Reporting Person") is the Manager of DV II and in such capacity may be deemed to beneficially own such shares.
2. Represents shares held 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. The Reporting Person is the manager of Partners III, and in such capacity may be deemed to beneficially own such shares.
3. Represents shares held by Point Judith Venture Fund III (QP), L.P. ("Fund III (QP)"). Partners III is the general partner of Fund III (QP). The Reporting Person is the manager of Partners III and in such capacity may be deemed to beneficially own such shares.
4. Represents shares held by members of PJC-DV LLC ("DV"). On June 3, 2022, DV made a pro rata distribution for no consideration of 2,345,190 shares to its members, consisting of a third party unrelated to the Reporting Person and DMM SPV Management LLC ("DMM"), who received 1,915,646 and 429,544 shares, respectively. The Reporting Person is the manager of DMM and in such capacity may be deemed to beneficially own the shares held by DMM. After giving effect to the distribution, DV no longer held any shares of the issuer.
5. Represents shares held 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. The Reporting Person is the manager of Partners IV, and in such capacity may be deemed to beneficially own such shares.
6. Represents shares held by MKC Holdings Group LLC ("MKC"). The Reporting Person is the manager of MKC and in such capacity may be deemed to beneficially own such shares.
Remarks:
As a result of the transaction reported herein, the Reporting Person is no longer a 10% holder of the issuer.
/s/ David Martirano 06/06/2022
** 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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