0000899243-19-024081.txt : 20190923
0000899243-19-024081.hdr.sgml : 20190923
20190923214511
ACCESSION NUMBER: 0000899243-19-024081
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190919
FILED AS OF DATE: 20190923
DATE AS OF CHANGE: 20190923
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TULLIS JAMES L L
CENTRAL INDEX KEY: 0001230641
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39049
FILM NUMBER: 191109082
MAIL ADDRESS:
STREET 1: 100 FIRST STAMFORD PLACE
CITY: STAMFORD
STATE: CT
ZIP: 06907
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: EXAGEN INC.
CENTRAL INDEX KEY: 0001274737
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1261 LIBERTY WAY
CITY: VISTA
STATE: CA
ZIP: 92081
BUSINESS PHONE: (760) 560-1501
MAIL ADDRESS:
STREET 1: 1261 LIBERTY WAY
CITY: VISTA
STATE: CA
ZIP: 92081
FORMER COMPANY:
FORMER CONFORMED NAME: EXAGEN DIAGNOSTICS INC
DATE OF NAME CHANGE: 20031230
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-09-19
0
0001274737
EXAGEN INC.
XGN
0001230641
TULLIS JAMES L L
11770 US HIGHWAY ONE, SUITE 503
PALM BEACH GARDENS
FL
33408
1
0
1
0
Common Stock
2019-09-19
4
X
0
11498
14.3235
A
11597
I
See footnote
Common Stock
2019-09-19
4
F
0
8865
18.58
D
2732
I
See footnote
Common Stock
2019-09-23
4
C
0
41591
0.00
A
41592
D
Common Stock
2019-09-23
4
C
0
1431
0.00
A
1431
I
By Spouse
Common Stock
2019-09-23
4
C
0
4537
0.00
A
4537
I
By Trust
Common Stock
2019-09-23
4
C
0
1786853
0.00
A
1789585
I
See footnote
Warrants
14.3235
2019-09-19
4
X
0
11498
14.3235
D
Common Stock
11498
0
I
See footnotes
Series A-3 Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
468321
D
Common Stock
2550
0
I
See footnotes
Series C Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
5446902
D
Common Stock
95069
0
I
See footnotes
Series E Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
53251030
D
Common Stock
929432
0
I
See footnotes
Series F Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
6895096
D
Common Stock
37547
0
D
Series F Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
262821
D
Common Stock
1431
0
I
By Spouse
Series F Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
833333
D
Common Stock
4537
0
I
By Trust
Series F Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
81166226
D
Common Stock
441998
0
I
See footnotes
Series H Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
742761
D
Common Stock
4045
0
D
Series H Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
58359932
D
Common Stock
317804
0
I
See footnotes
The shares reported on this form are held of record by Tullis-Dickerson Capital Focus III, L.P. ("Tullis"), Tullis Growth Fund, L.P. ("Tullis Growth") and Tullis Growth Fund II, L.P. ("Tullis Growth II"). Tullis-Dickerson Partners III, LLC ("Tullis Partners") is the general partner of Tullis and may be deemed to beneficially own the securities held by Tullis. Tullis Growth Partners, LLC and Tullis Growth Partners II, LLC are the general partners of Tullis Growth and Tullis Growth II, respectively, and may be deemed to beneficially own the securities held by Tullis Growth and Tullis Growth II. James L.L. Tullis is a Principal of each of the foregoing entities and may be deemed to possess voting and investment control over, and may be deemed to have an indirect beneficial ownership with respect to, the shares held by Tullis, Tullis Growth and Tullis Growth II.
Represents securities held of record by Tullis.
The warrants are currently exercisable and will terminate upon closing of the Issuer's initial public offering.
Represents warrants that previously entitled the holders to purchase Series E Redeemable Convertible Preferred Stock, which, pursuant to their terms, were settled in shares of the Issuer's Common Stock.
Includes warrants held by Tullis and Tullis Growth, respectively, to purchase 43 shares of the Issuer's Common Stock and warrants to purchase 11,455 shares of the Issuer's Common Stock.
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 automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
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 automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
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 automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
Includes 656,282 and 273,150 shares of common stock underlying the Series E shares held by Tullis and Tullis Growth, respectively.
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 automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
Includes 242,226 and 199,771 shares of common stock underlying the Series F shares held by Tullis and Tullis Growth, respectively.
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 automatically converted into Common Stock upon the closing of the Issuer's initial public offering.
Includes 106,897 shares, 105,453 shares and 105,453 shares of common stock underlying the Series H shares held by Tullis, Tullis Growth and Tullis Growth II, respectively.
/s/ James L.L. Tullis
2019-09-23