0000899243-19-023897.txt : 20190918 0000899243-19-023897.hdr.sgml : 20190918 20190918215037 ACCESSION NUMBER: 0000899243-19-023897 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190918 FILED AS OF DATE: 20190918 DATE AS OF CHANGE: 20190918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NMSIC Co-Investment Fund, L.P. CENTRAL INDEX KEY: 0001788331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39049 FILM NUMBER: 191100912 BUSINESS ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 560-1501 MAIL ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NMSIC Focused LLC CENTRAL INDEX KEY: 0001788394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39049 FILM NUMBER: 191100913 BUSINESS ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 560-1501 MAIL ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sun Mountain Capital Partners LLC CENTRAL INDEX KEY: 0001788530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39049 FILM NUMBER: 191100914 BUSINESS ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 560-1501 MAIL ADDRESS: STREET 1: C/O EXAGEN INC. STREET 2: 1261 LIBERTY WAY, SUITE C CITY: VISTA STATE: CA ZIP: 92081 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 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-18 0 0001274737 EXAGEN INC. XGN 0001788331 NMSIC Co-Investment Fund, L.P. 527 DON GASPAR AVENUE SANTA FE NM 87505 0 0 1 0 0001788394 NMSIC Focused LLC 527 DON GASPAR AVENUE SANTA FE NM 87505 0 0 1 0 0001788530 Sun Mountain Capital Partners LLC 527 DON GASPAR AVENUE SANTA FE NM 87505 0 0 1 0 Common Stock 12074 I See footnotes Warrants 688.63 Common Stock 2281 I See footnotes Warrants 1.84 Common Stock 280127 I See footnotes Warrants 1.84 Common Stock 69696 I See footnotes Warrants 14.3235 Series E Redeemable Convertible Preferred Stock 1135886 I See footnotes Series A-3 Redeemable Convertible Preferred Stock Common Stock 3306 I See footnotes Series C Redeemable Convertible Preferred Stock Common Stock 141046 I See footnotes Series D Redeemable Convertible Preferred Stock Common Stock 58882 I See footnotes Series E Redeemable Convertible Preferred Common Stock 1121229 I See footnotes Series F Redeemable Convertible Preferred Stock Common Stock 615123 I See footnotes Series H Redeemable Convertible Preferred Stock Common Stock 288912 I See footnotes The shares reported on this form are held of record by NMSIC Co-Investment Fund, L.P. ("NMSIC") and NMSIC Focused, LLC ("NMSIC Focused"). NMSIC is the sole member of NMSIC Focused. Sun Mountain Capital Partners LLC ("Sun Mountain") is the general partner of NMSIC. The controlling members of Sun Mountain are Brian Birk, Sally Coming and Lee Rand. As such, each of these entities and individuals may be deemed to share beneficial ownership of the shares held of record by NMSIC and NMSIC Focused. Each of Sun Mountain, Mr. Birk, Ms. Coming and Mr. Rand disclaims beneficial ownership of the securities held of record by NMSIC and NMSIC Focused. Includes 7,555 and 4,519 shares held by NMSIC and NMSIC Focused, respectively. The warrants are currently exercisable and will terminate upon closing of the Issuer's initial public offering. Represents securities held of record by NMSIC. The warrants are currently exercisable and will expire on January 19, 2026. Represents securities held of record by NMSIC Focused. The warrants are currently exercisable and will expire on March 31, 2026. 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. 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. The Series D Redeemable Convertible Preferred Stock (the "Series D") 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 D will automatically convert 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 will automatically convert into Common Stock upon the closing of the Issuer's initial public offering. Includes 448,921 and 672,308 shares of common stock underlying the Series E shares held by NMSIC and NMSIC Focused, 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 will automatically convert into Common Stock upon the closing of the Issuer's initial public offering. 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. NMSIC Co-Investment Fund, L.P., By: Sun Mountain Capital Partners LLC, its general partner, By: /s/ Brian Birk, Managing Member, By: /s/ Lee Rand, Managing Member 2019-09-18 NMSIC Focused, LLC, By: NMSIC Co-Investment Fund, L.P., its sole member, By: Sun Mountain Capital Partners LLC, its general partner, By: /s/ Brian Birk, Managing Member, By: /s/ Lee Rand, Managing Member 2019-09-18 Sun Mountain Capital Partners LLC, By: /s/ Brian Birk, Managing Member, By: /s/ Lee Rand, Managing Member 2019-09-18