Sec Form 13G Filing - Hillsven LLC filing for EXPENSIFY INC (EXFY) - 2022-07-26

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

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  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.

  SHARED VOTING POWER

  See response to row 5.

  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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,109,017

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.1% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

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 issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022.

  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

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  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.

  SHARED VOTING POWER

  See response to row 5.

  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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,109,017

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

  ☐

  PERCENT OF CLASS REPRE SENTED BY AMOUNT IN ROW 9

  3.1% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

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 issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022.

  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

  California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  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.

  SHARED VOTING POWER

  See response to row 5.

  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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,109,017

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.1% ⁽¹⁾

  TYPE OF REPORTING PERSON

  OO

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 issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022.

  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

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  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.

  SHARED VOTING POWER

  See response to row 5.

  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.

  SHARED DISPOSITIVE POWER

  See response to row 7.

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,109,017

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

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  3.1% ⁽¹⁾

  TYPE OF REPORTING PERSON

  IN

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 issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on May 16, 2022.

1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

2(A). NAME OF PERSONS FILING

2(B). ADDRESS OF PRINCIPAL OFFICE

2(C). CITIZENSHIP

2(D). TITLE OF CLASS OF SECURITIES

2(E) CUSIP NUMBER

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:

4. OWNERSHIP

(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.

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

Exhibit

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