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* H.I.G. Bio-Exagen, L.P. (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series H Redeemable Convertible Preferred Stock	(1)	(1)	Common Stock	1,271,252	(1)	I	See footnote(2)

1. Name and Address of Reporting Person* H.I.G. Bio-Exagen, L.P. (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

1. Name and Address of Reporting Person* H.I.G.-GPII, Inc. (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

1. Name and Address of Reporting Person* TAMER ANTHONY (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

1. Name and Address of Reporting Person* MNAYMNEH SAMI (Last) (First) (Middle) 1450 BRICKELL AVENUE, 31ST FLOOR (Street) MIAMI FL 33131 (City) (State) (Zip)

Explanation of Responses:

1. 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.

2. The shares reported on this form are held of record by H.I.G. Bio-Exagen, L.P. ("H.I.G."). H.I.G.-GPII, Inc. ("H.I.G. GP") is the general partner of H.I.G. and has sole voting and investment control over the shares owned by H.I.G. Anthony Tamer and Sami Mnaymneh are the sole shareholders of H.I.G. GP and may be deemed to share beneficial ownership of the shares held by H.I.G. Bio-Exagen, L.P. Each of Mr. Tamer and Mr. Mnaymneh disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest, if any.

Remarks:

	H.I.G. Bio-Exagen, L.P., By: H.I.G.-GPII, Inc., its general partner, By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory	09/18/2019
	H.I.G.-GPII, Inc., By: /s/ Richard Siegel, Name: Richard Siegel, Title: Authorized Signatory	09/18/2019
	/s/ Anthony Tamer	09/18/2019
	/s/ Sami Mnaymneh	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).
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