0000950142-20-000328.txt : 20200207 0000950142-20-000328.hdr.sgml : 20200207 20200207161902 ACCESSION NUMBER: 0000950142-20-000328 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200207 DATE AS OF CHANGE: 20200207 GROUP MEMBERS: HUNT GUARANTY, INC. GROUP MEMBERS: HUNT HOLDINGS LIMITED PARTNERSHIP GROUP MEMBERS: HUNTVEST, LLC GROUP MEMBERS: WOODY L. HUNT SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91300 FILM NUMBER: 20587705 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hunt Holdings Limited Partnership CENTRAL INDEX KEY: 0001788338 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 eh2000246_13g-exagen.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Exagen Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
30068X103
(CUSIP Number)
 
December 31, 2019
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 30068X103
SCHEDULE 13G
Page 2 of 9
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Holdings Limited Partnership
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,478,815
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,478,815
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,478,815
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8%
 
12
TYPE OF REPORTING PERSON
 
PN
 

 
CUSIP No. 30068X103
SCHEDULE 13G
Page 3 of 9
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
HuntVest, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,478,815
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,478,815
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,478,815
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8%
 
12
TYPE OF REPORTING PERSON
 
OO
 

CUSIP No. 30068X103
SCHEDULE 13G
Page 4 of 9
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Hunt Guaranty, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,478,815
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,478,815
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,478,815
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8%
 
12
TYPE OF REPORTING PERSON
 
CO
 

CUSIP No. 30068X103
SCHEDULE 13G
Page 5 of 9
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Woody L. Hunt
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  ☐
(b)  ☐
3
SEC USE ONLY
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
 
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
1,478,815
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,478,815
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,478,815
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.8%
 
12
TYPE OF REPORTING PERSON
 
IN
 

 

CUSIP No. 30068X103
SCHEDULE 13G
Page 6 of 9
 

ITEM 1.
(a)
Name of Issuer:
   
 
Exagen Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices:
   
 
1261 Liberty Way, Suite C
Vista, California 92081
   
ITEM 2.
(a)
Name of Person Filing:
   
 
This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
 
(i)           Hunt Holdings Limited Partnership (“Hunt Holdings LP”);
(ii)          HuntVest, LLC (“HuntVest”), the general partner of Hunt Holdings LP;
(iii)         Hunt Guaranty, Inc. (“Hunt Guaranty”), the sole member of HuntVest; and
(iv)         Woody L. Hunt (“Mr.Hunt”), the majority shareholder of Hunt Guaranty.
     
 
(b)
Address of Principal Business Office, or if none, Residence:
 
4401 N. Mesa Street
El Paso, TX 79902
     
 
(c)
Citizenship:
 
See row 4 of the cover page of each Reporting Person.
     
 
(d)
Title of Class of Securities:
 
See cover page.
     
 
(e)
CUSIP Number:
 
See cover page.
     
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
 
 
Not applicable.
 
   


CUSIP No. 30068X103
SCHEDULE 13G
Page 7 of 9
 

ITEM 4.
OWNERSHIP.
   
 
(a)
Amount beneficially owned:
 
See row 9 of the cover page of each Reporting Person.
 
As of December 31, 2019, Hunt Holdings LP directly owns 1,478,815 shares of common stock, par value $0.001 per share (“Common Stock”) of the Issuer.  Woody L. Hunt is the majority shareholder of Hunt Guaranty, which is the sole member of HuntVest, which is the general partner of Hunt Holdings LP. As a result, Mr. Hunt and each of the foregoing entities may be deemed to have an indirect beneficial ownership of the shares directly beneficially owned by Hunt Holdings LP.

Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any Common Stock covered by this Schedule 13G except to the extent of such person’s direct ownership of such Common Stock, and except to the extent of such direct ownership, such beneficial ownership is expressly disclaimed by each Reporting Person.
     
 
(b)
Percent of class:
 
Each of the Reporting Persons may be deemed to be the beneficial owner of 11.8% of the outstanding shares of the Common Stock.
 
The calculation of beneficial ownership percentage is based on 12,560,990 shares of Common Stock outstanding as of November 8, 2019, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019.
 
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote:
 
See row 5 of the cover page of each Reporting Person.
       
   
(ii)
Shared power to vote or to direct the vote:
 
See row 6 of the cover page of each Reporting Person.
       
   
(iii)
Sole power to dispose or to direct the disposition of:
 
See row 7 of the cover page of each Reporting Person.
       
   
(iv)
Shared power to dispose or to direct the disposition of:
 
See row 8 of the cover page of each Reporting Person.


CUSIP No. 30068X103
SCHEDULE 13G
Page 8 of 9
 

ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
   
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.
 
 
Not applicable.
   
ITEM 10.
CERTIFICATION.
   
 
Not applicable.


CUSIP No. 30068X103
SCHEDULE 13G
Page 9 of 9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 7, 2020

 
HUNT HOLDINGS LIMITED 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
  
       
 
HUNTVEST, LLC
  
       
 
By:
Hunt Guaranty, Inc., its sole member
  
       
 
By:
 /s/ Matthew D. Hunt  
   
Name: Matthew D. Hunt
  
   
Title: Managing Partner
  
       
 
HUNT GUARANTY, INC.
  
       
       
 
By:
 /s/ Matthew D. Hunt  
   
Name: Matthew D. Hunt
  
   
Title: Managing Partner
  
       
       

  /s/ Paul D. Donnelly  
 
Paul D. Donnelly, attorney-in-fact for Woody L. Hunt
  




EX-99.1 2 eh2000246_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated:  February 7, 2020

 
HUNT HOLDINGS LIMITED 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
  
       
 
HUNTVEST, LLC
  
       
 
By:
Hunt Guaranty, Inc., its sole member
  
       
 
By:
 /s/ Matthew D. Hunt  
   
Name: Matthew D. Hunt
  
   
Title: Managing Partner
  
       
 
HUNT GUARANTY, INC.
  
       
       
 
By:
 /s/ Matthew D. Hunt  
   
Name: Matthew D. Hunt
  
   
Title: Managing Partner
  
       
       

  /s/ Paul D. Donnelly  
 
Paul D. Donnelly, attorney-in-fact for Woody L. Hunt