Sec Form 3 Filing - Martirano David @ Expensify, Inc. - 2021-11-09

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Martirano David
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)
(Last) (First) (Middle)
15 HUMBOLDT AVE.
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2021
(Street)
PROVIDENCE, RI02906
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,400 I See note ( 1 )
Class A Common Stock 1,190 I See note ( 2 )
Class A Common Stock 15,290 I See note ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 203,950 ( 4 ) I See note ( 1 )
Series B Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 2,781,080 ( 4 ) I See note ( 5 )
Series B Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,019,740 ( 4 ) I See note ( 6 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 144,240 ( 4 ) I See note ( 7 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 5,930 ( 4 ) I See note ( 1 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 80,750 ( 4 ) I See note ( 5 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 310,390 ( 4 ) I See note ( 2 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 3,990,620 I See note ( 3 )
Series B-1 Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 29,620 ( 4 ) I See note ( 6 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 14,910 ( 4 ) I See note ( 1 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 203,400 ( 4 ) I See note ( 5 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 22,060 ( 4 ) I See note ( 2 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 283,600 ( 4 ) I See note ( 3 )
Series C Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 74,560 ( 4 ) I See note ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martirano David
15 HUMBOLDT AVE.
PROVIDENCE, RI02906
X
Signatures
/s/ David Martirano 11/09/2021
Signature of Reporting Person Date
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 )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 has no expiration date. The number of underlying shares of common stock reported in Column 3 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 will convert automatically upon closing of the Issuer's initial public offering.
( 5 )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.
( 6 )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.
( 7 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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