Sec Form 13G Filing - Hillsven LLC filing for EXPENSIFY INC (EXFY) - 2022-04-12

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 person’s 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.

  NAME OF REPORTING PERSONS

  Hillsven LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,046,150 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  9,046,150 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,046,150

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.4% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

The percentage ownership is based on 67,519,744 shares of Class A Common Stock outstanding as of December 20, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on December 23, 2021.

  NAME OF REPORTING PERSONS

  FBHR Associates, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,046,150 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  9,046,150 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,046,150

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.4% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

The percentage ownership is based on 67,519,744 shares of Class A Common Stock outstanding as of December 20, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on December 23, 2021.

  NAME OF REPORTING PERSONS

  Unameit Trust under Declaration of Trust dated March 10, 2000

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,046,150 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  9,046,150 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,046,150

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.4% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

The percentage ownership is based on 67,519,744 shares of Class A Common Stock outstanding as of December 20, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on December 23, 2021.

  NAME OF REPORTING PERSONS

  James G.B. DeMartini III

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  9,046,150 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.

  SHARED VOTING POWER

  See response to row 5.

  SOLE DISPOSITIVE POWER

  9,046,150 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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,046,150

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  13.4% ⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

The percentage ownership is based on 67,519,744 shares of Class A Common Stock outstanding as of December 20, 2021, as reported in the issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on December 23, 2021.

NAME OF ISSUER

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

NAME OF PERSONS FILING

ADDRESS OF PRINCIPAL OFFICE

CITIZENSHIP

TITLE OF CLASS OF SECURITIES

CUSIP NUMBER

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

OWNERSHIP

Percent of Class:

Number of shares as to which such person has:

Sole power to vote or to direct the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

NOTICE OF DISSOLUTION OF GROUP.

CERTIFICATION.

/s/ James G.B. DeMartini, III

/s/ James G.B. DeMartini, III

/s/ James G.B. DeMartini, III

/s/ James G.B. DeMartini, III

Exhibit

Exhibit A: Agreement of Joint Filing