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)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HuntVest, LLC

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hunt Guaranty Inc.

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hunt Woody L

(Last)

(First)

(Middle)

4401 N. MESA ST.

(Street)

EL PASO

79902

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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).
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