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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Expensify, Inc. [ EXFY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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). | ||
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. |