Sec Form 4 Filing - Barrett David Michael @ Expensify, Inc. - 2023-03-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Barrett David Michael
2. Issuer Name and Ticker or Trading Symbol
Expensify, Inc. [ EXFY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O EXPENSIFY, INC., 401 SW 5TH AVE
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2023
(Street)
PORTLAND, OR97204
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 03/15/2023 A 24,918 ( 1 ) A $ 7.46 69,796 D
Class A Common Stock 03/15/2023 A 3,578 ( 2 ) A $ 0 73,374 D
Class A Common Stock 03/15/2023 F 1,305 D $ 7.32 72,069 D
Class A Common Stock 03/15/2023 M 14,463 A 86,532 D
Class A Common Stock 03/15/2023 F 10,544 D $ 7.55 75,988 D
Class A Common Stock 03/15/2023 C 673 A 3,412,676 I See note ( 5 )
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
Restricted Stock Units ( 3 ) 03/15/2023 M 14,463 ( 6 ) 12/15/2029 Class A Common Stock 14,463 $ 0 376,041 D
Restricted Stock Units ( 7 ) 03/15/2023 M 14,463 ( 6 ) 12/15/2029 LT50 Common Stock 14,463 $ 0 376,041 D
LT50 Common Stock ( 7 ) ( 8 ) 03/15/2023 M 14,463 ( 8 ) ( 8 ) Class A Common Stock 14,463 $ 0 86,779 I See note ( 9 )
LT50 Common Stock ( 8 ) 03/15/2023 C 673 ( 8 ) ( 8 ) Class A Common Stock 673 $ 0 3,584,604 I See note ( 5 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barrett David Michael
C/O EXPENSIFY, INC.
401 SW 5TH AVE
PORTLAND, OR97204
X Chief Executive Officer
Signatures
/s/ Ryan Schaffer, as attorney-in-fact 03/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares purchased pursuant to the Expensify, Inc. 2021 Stock Purchase and Matching Plan ("SPMP").
( 2 )Shares granted as matched shares pursuant to the SPMP.
( 3 )Each restricted stock unit represents the contingent right to receive one share of Class A common stock. This transaction represents the settlement of vested RSUs in shares of Class A Common Stock.
( 4 )LT50 Common Stock converted into Class A Common Stock on a one-for-one basis.
( 5 )By Barrett Trust LLC, a manager-managed limited liability company. The investment and voting decisions of Barrett Trust LLC are made by its manager, the Reporting Person, and its controlling member is the Barrett Family Trust, for which the Reporting Person serves as trustee.
( 6 )The restricted stock units vest 12.5% on September 15, 2022 and 1/32nd each quarter thereafter, on December 15th, March 15th, June 15th, and September 15th.
( 7 )Each restricted stock unit represents the contingent right to receive one share of LT50 common stock. This transaction represents the settlement of vested RSUs in shares of LT50 Common Stock.
( 8 )The LT50 Common Stock is convertible into the Issuer's Class A Common Stock on a one-to-one basis only upon, and generally cannot be transferred without, satisfaction of certain notice and other requirements, including a notice period of 50 months. The LT50 Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis at such time as all of the then-outstanding shares of LT10 and LT50 Common Stock represent, in the aggregate, less than 2% of all then-outstanding shares of common stock.
( 9 )Deposited into the Expensify Voting Trust (the "Voting Trust"). The Reporting Person retains investment control and dispositive power over the shares deposited into the Voting Trust.

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.