Filing Details
- Accession Number:
- 0001193125-22-202215
- Form Type:
- 13G Filing
- Publication Date:
- 2022-07-26 20:00:00
- Filed By:
- Hillsven Llc
- Company:
- Expensify Inc.
- Filing Date:
- 2022-07-27
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Hillsven | 2,109,017 | 2,109,017 | 2,109,017 | 3.1% | ||
| FBHR Associates | 2,109,017 | 2,109,017 | 2,109,017 | 3.1% | ||
| Unameit Trust under Declaration of Trust dated March 10 | 2,109,017 | 2,109,017 | 2,109,017 | 3.1% | ||
| James G.B. DeMartini III | 2,109,017 | 2,109,017 | 2,109,017 | 3.1% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 2)*
Expensify, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Title of Class of Securities)
30219Q106
(CUSIP Number)
June 2, 2022
(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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
(Continued on following pages)
Page 1 of 10
Exhibit Index on Page 9
| CUSIP# 30219Q106 | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSONS
Hillsven LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,109,017 shares of Class A Common Stock (Shares) held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share voting power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share voting power over such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,109,017 Shares held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share dispositive power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share dispositive power over such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,109,017 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1. | The percentage ownership is based on 68,037,063 shares of Class A Common Stock outstanding as of May 9, 2022, as reported in the issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022. |
| CUSIP# 30219Q106 | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSONS
FBHR Associates, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,109,017 shares of Class A Common Stock (Shares) held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share voting power over such shares. Jim DeMartini, as trustee of Unameit Trust under Declaration of Trust dated March 10, 2000 (the Unameit Trust), is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share voting power over such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,109,017 Shares held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share dispositive power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share dispositive power over such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,109,017 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1. | The percentage ownership is based on 68,037,063 shares of Class A Common Stock outstanding as of May 9, 2022, as reported in the issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022. |
| CUSIP# 30219Q106 | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSONS
Unameit Trust under Declaration of Trust dated March 10, 2000 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
California | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,109,017 shares of Class A Common Stock (Shares) held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share voting power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share voting power over such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,109,017 Shares held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share dispositive power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share dispositive power over such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,109,017 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| 1. | The percentage ownership is based on 68,037,063 shares of Class A Common Stock outstanding as of May 9, 2022, as reported in the issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022. |
| CUSIP# 30219Q106 | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSONS
James G.B. DeMartini III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
2,109,017 shares of Class A Common Stock (Shares) held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share voting power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share voting power over such shares. | ||||
| 6 | SHARED VOTING POWER
See response to row 5. | |||||
| 7 | SOLE DISPOSITIVE POWER
2,109,017 Shares held directly by Hillsven LLC. FBHR Associates, LLC is the manager of Hillsven, LLC, and in such capacity may be deemed to share dispositive power over such shares. Jim DeMartini, as trustee of Unameit Trust, is the manager of FBHR Associates, LLC, and in such capacity may be deemed to share dispositive power over such shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
See response to row 7. | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,109,017 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.1% (1) | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| 1. | The percentage ownership is based on 68,037,063 shares of Class A Common Stock outstanding as of May 9, 2022, as reported in the issuers Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022. |
| CUSIP# 30219Q106 | Page 6 of 10 |
ITEM 1(A). NAME OF ISSUER
Expensify, Inc. (the Issuer)
| ITEM | 1(B). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES |
401 SW 5th Avenue
Portland, OR 97204
| ITEM | 2(A). NAME OF PERSONS FILING |
This Schedule is jointly filed by:
Hillsven LLC
FBHR Associates, LLC
Unameit Trust under Declaration of Trust dated March 10, 2000
James G.B. DeMartini, III
The foregoing entities and persons are collectively referred to as the Reporting Persons.
| ITEM | 2(B). ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons is:
Three Lagoon Drive, Suite 400
Redwood City, CA 94065
| ITEM | 2(C). CITIZENSHIP |
See Row 4 of cover page for each Reporting Person.
| ITEM | 2(D). TITLE OF CLASS OF SECURITIES |
Class A Common Stock, par value $0.0001
| ITEM | 2(E) CUSIP NUMBER |
30219Q106
| ITEM | 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not applicable.
| ITEM | 4. OWNERSHIP |
Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
| CUSIP# 30219Q106 | Page 7 of 10 |
| (a) Percent of Class: | ||
| See Row 11 of cover page for each Reporting Person. | ||
| (b) Number of shares as to which such person has: | ||
| (i) Sole power to vote or to direct the vote: | ||
| See Row 5 of cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote: | ||
| See Row 6 of cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| See Row 7 of cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of: | ||
| See Row 8 of cover page for each Reporting Person. | ||
| 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 person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: ☒ | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
| Not applicable. | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY | |
| Not applicable. | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |
| Not applicable | ||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |
| Not applicable | ||
| ITEM 10. | CERTIFICATION. | |
| Not Applicable | ||
| CUSIP# 30219Q106 | Page 8 of 10 |
SIGNATURES
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: July 26, 2022 | ||
| Hillsven LLC | ||
| By | /s/ James G.B. DeMartini, III | |
| Printed Name: James G.B. DeMartini, III | ||
| Title: Managing Member | ||
| FBHR Associates, LLC | ||
| By: Unameit Trust | ||
| Its: Managing Member | ||
| By | /s/ James G.B. DeMartini, III | |
| Printed Name: James G.B. DeMartini, III | ||
| Title: Trustee of Unameit Trust, Managing Member | ||
| Unameit Trust under Declaration of Trust dated March 10, 2000 | ||
| By | /s/ James G.B. DeMartini, III | |
| Printed Name: James G.B. DeMartini, III | ||
| Title: Trustee | ||
| By | /s/ James G.B. DeMartini, III | |
| James G.B. DeMartini, III | ||
| CUSIP# 30219Q106 | Page 9 of 10 |
EXHIBIT INDEX
| Exhibit | Found on | |
| Exhibit A: Agreement of Joint Filing | 10 | |