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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 179 | I | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | (2) | (2) | Common Stock | 199 | 688.63 | I | See footnote(1) |
Warrants | (3) | (3) | Common Stock | 22,427 | 1.84 | I | See footnote(1) |
Warrants | (4) | (4) | Common Stock | 2,265 | 1.84 | I | See footnote(1) |
Warrants | (2) | (2) | Series E Redeemable Convertible Preferred Stock | 219,978 | 14.3235 | I | See footnote(1) |
Series E Redeemable Convertible Preferred Stock | (5) | (5) | Common Stock | 77,204 | (5) | I | See footnote(1) |
Series F Redeemable Convertible Preferred Stock | (6) | (6) | Common Stock | 43,405 | (6) | I | See footnote(1) |
Explanation of Responses: |
1. The shares reported on this form are held of record by PCM/Exagen, L.P. ("PCM"). Ebetuel Pallares is a co-manager of PCM. As a result, each of PCM and Dr. Pallares may be deemed to share beneficial ownership of the shares held of record by PCM. |
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 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 Commons Stock upon the closing of the Issuer's initial public offering. |
6. 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 Commons Stock upon the closing of the Issuer's initial public offering. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Kamal Adawi, Attorney-in-Fact | 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |