SEC Filing | Exagen

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hunt Holdings Limited Partnership

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2019

3. Issuer Name and Ticker or Trading Symbol
EXAGEN INC. [ XGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	716	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽²⁾	⁽²⁾	Common Stock	1,434	688.63	I	See footnote⁽¹⁾
Warrants	⁽³⁾	⁽³⁾	Common Stock	170,093	1.84	I	See footnote⁽¹⁾
Warrants	⁽⁴⁾	⁽⁴⁾	Common Stock	31,918	1.84	I	See footnote⁽¹⁾
Warrants	⁽²⁾	⁽²⁾	Series E Redeemable Convertible Preferred Stock	604,864	14.3235	I	See footnote⁽¹⁾
Series A-3 Redeemable Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,195	⁽⁵⁾	I	See footnote⁽¹⁾
Series C Redeemable Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	23,220	⁽⁶⁾	I	See footnote⁽¹⁾
Series E Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	647,475	⁽⁷⁾	I	See footnote⁽¹⁾
Series F Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	326,891	⁽⁸⁾	I	See footnote⁽¹⁾
Series H Redeemable Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	294,854	⁽⁹⁾	I	See footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Hunt Holdings Limited Partnership

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HuntVest, LLC

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hunt Guaranty Inc.

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Hunt Woody L

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents securities held of record by Hunt Holdings Limited Partnership. Woody L. Hunt is the majority shareholder of Hunt Guaranty Inc., which is the sole member of HuntVest, LLC, which is the general partner of Hunt Holdings Limited Partnership. As a result, Mr. Hunt and each of the foregoing entities may be deemed to indirectly beneficially own the securities held by Hunt Holdings Limited Partnership, but each disclaims beneficial ownership of such securities except to the extent of his or its respective pecuniary interest therein, if any.

2. The warrants are currently exercisable and will terminate upon closing of the Issuer's initial public offering.

3. The warrants are currently exercisable and will expire on January 19, 2026.

4. The warrants are currently exercisable and will expire on March 31, 2026.

5. The Series A-3 Redeemable Convertible Preferred Stock (the "Series A-3") is convertible into the Issuer's Common Stock on a 183.635-for-one basis at the holder's election and has no expiration date. The Series A-3 will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

6. The Series C Redeemable Convertible Preferred Stock (the "Series C") is convertible into the Issuer's Common Stock on a 57.294-for-one basis at the holder's election and has no expiration date. The Series C will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

7. The Series E Redeemable Convertible Preferred Stock (the "Series E") is convertible into the Issuer's Common Stock on a 57.294-for-one basis at the holder's election and has no expiration date. The Series E will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

8. The Series F Redeemable Convertible Preferred Stock ("Series F") is convertible into the Issuer's Common Stock on a 183.635-for-one basis at the holder's election and has no expiration date. The Series F will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

9. The Series H Redeemable Convertible Preferred Stock ("Series H") is convertible into the Issuer's Common Stock on a 183.635-for-one basis at the holder's election and has no expiration date. The Series H will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

Exhibit 24 - Power of Attorney

	Hunt Holdings Limted Partnership, By: HuntVest, LLC, its general partner, By: Hunt Guaranty Inc., its sole member, By: /s/ Matthew D. Hunt, Name: Matthew D. Hunt, Title: Managing Partner	09/18/2019
	HuntVest, LLC, By: Hunt Guaranty Inc., its sole member, By: /s/ Matthew D. Hunt, Name: Matthew D. Hunt, Title: Managing Partner	09/18/2019
	Hunt Guaranty Inc., By: /s/ Matthew D. Hunt, Name: Matthew D. Hunt, Title: Managing Partner	09/18/2019
	/s/ Paul D. Donnelley, attorney-in-fact for Woody L. Hunt	09/18/2019
	** Signature of Reporting Person	Date
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 5 (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.

                                 POWER OF ATTORNEY
        FOR SEC FILINGS ON FORMS ID, 3, 4, 5, 144, SCHEDULES 13D and 13G
                            IN RESPECT OF SECURITIES OF
                                   EXAGEN INC.

      The undersigned hereby constitutes and appoints Paul D. Donnelly as his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him in his name and stead in any and all capacities, to sign
and file for and on his behalf, in respect of any acquisition, disposition or
other change in ownership of any Common Stock or derivative securities thereof
of Exagen Inc. (the "Company"), the following:

      (i)   any Form ID to be filed with the Securities and Exchange Commission
            (the"SEC");

      (ii)  any Initial Statement of Beneficial Ownership of Securities on Form
            3 to be filed with the SEC;

      (iii) any Statement of Changes of Beneficial Ownership of Securities on
            Form4 to be filed with the SEC;

      (iv)  any Annual Statement of Beneficial Ownership of Securities on Form 5
            to be filed with the SEC;

      (v)   any Notice of Proposed Sale of Securities on Form 144 to be filed
            with the SEC

      (vi)	and any other forms or reports the undersigned may be required to
            file in connection with the undersigned's ownership, acquisition or
            disposition of securities of the Company, including Schedules 13G
            and 13D; and

      (vii)	any and all agreements, certificates, receipts, or other documents
            in connection therewith. The undersigned hereby gives full power and
            authority to the attorney-in-fact to seek and obtain as the
            undersigned's representative and on the undersigned's behalf,
            information on transactions in the Company's securities from any
            third party, including brokers, employee benefit plan administrators
            and trustees, and the undersigned hereby authorizes any such person
            to release such information to the undersigned and approves and
            ratifies any such release of information. The undersigned hereby
            grants unto such attorney-in-fact and agent full power and authority
            to do and perform each and every act and thing requisite and
            necessary in connection with such matters and hereby ratifies and
            confirms all that any such attorney-in-fact and agent or
            substitute may do or cause to be done by virtue hereof.
            The undersigned acknowledges that:

            (i)  neither the Company nor such attorney-in-fact assumes (i) any
                 liability for the undersigned's responsibility to comply with
                 the requirement of the Securities Exchange Act of 1934, as
                 amended (the "Exchange Act"), (ii)any liability of the
                 undersigned for any failure to comply with such requirements
                 or (iii) any obligation or liability of the undersigned for
                 profit disgorgement under Section 16(b) of the Exchange Act;
                 and

            (ii) this Power of Attorney does not relieve the undersigned from
                 responsibility for compliance with the undersigned's
                 obligations under the Exchange Act, including without
                 limitation the reporting requirements under Section 16 of the
                 Exchange Act. This Power of Attorney shall remain in full force
                 and effect until revoked by the undersigned in a signed writing
                 delivered to such attorney-in-fact.



IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.






Date: September 13, 2019                                /s/ Woody L. Hunt
                                                           ---------------------
                                                           Woody L. Hunt