0000899243-19-024083.txt : 20190923
0000899243-19-024083.hdr.sgml : 20190923
20190923214555
ACCESSION NUMBER: 0000899243-19-024083
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: Sun Mountain Capital Partners LLC
CENTRAL INDEX KEY: 0001788530
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39049
FILM NUMBER: 191109084
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39049
FILM NUMBER: 191109085
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 Co-Investment Fund, L.P.
CENTRAL INDEX KEY: 0001788331
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39049
FILM NUMBER: 191109086
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
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
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
2019-09-19
4
X
0
349823
1.84
A
361897
I
See footnote
Common Stock
2019-09-19
4
X
0
19825
14.3235
A
381722
I
See footnote
Common Stock
2019-09-19
4
F
0
49860
18.58
D
331862
I
See footnote
Common Stock
2019-09-23
4
C
0
2228500
0.00
A
2560362
I
See footnote
Warrants
1.84
2019-09-19
4
C
0
280127
1.84
D
Common Stock
280127
0
I
See footnotes
Warrants
1.84
2019-09-19
4
C
0
69696
1.84
D
Common Stock
69696
0
I
See footnotes
Warrants
14.3235
2019-09-19
4
X
0
19825
14.3235
D
Common Stock
19825
0
I
See footnotes
Series A-3 Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
607168
D
Common Stock
3306
0
I
See footnotes
Series C Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
8081136
D
Common Stock
141046
0
I
See footnotes
Series D Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
3373594
D
Common Stock
58882
0
I
See footnotes
Series E Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
64239884
D
Common Stock
1121230
0
I
See footnotes
Series F Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
112958220
D
Common Stock
615123
0
I
See footnotes
Series H Redeemable Convertible Preferred Stock
2019-09-23
4
C
0
53054485
D
Common Stock
288913
0
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.
The warrants are currently exercisable and will expire on January 19, 2026.
The warrants are currently exercisable and will expire on March 31, 2026.
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.
Represents securities held of record by NMSIC Focused.
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.
Represents securities held of record by NMSIC.
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 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 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 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 automatically converted 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 automatically converted 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,/s/ Brian Birk, Name: Brian Birk, Title: Managing Partner, /s/ Lee Rand, Name: Lee Rand, Title: Managing Member
2019-09-23
NMSIC Focused, LLC, By: NMSIC Co-Investment Fund, L.P., its sole member, By: Sun Mountain Capital Partners LLC, its general partner, /s/ Brian Birk, Name: Brian Birk, Title: Managing Partner, /s/ Lee Rand, Name: Lee Rand, Title: Managing Member
2019-09-23
Sun Mountain Capital Partners LLC, /s/ Brian Birk, Name: Brian Birk, Title: Managing Partner, /s/ Lee Rand, Name: Lee Rand, Title: Managing Member
2019-09-23