EXAGEN INC. — Director's Dealing 2019

Sep 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXAGEN INC. (XGN)
CIK: 0001274737
Period of Report: 2019-09-19

Reporting Person: NMSIC Co-Investment Fund, L.P. (10% Owner)
Reporting Person: NMSIC Focused LLC (10% Owner)
Reporting Person: Sun Mountain Capital Partners LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-19	Common Stock	X	349823	$1.84	Acquired	361897	Indirect
2019-09-19	Common Stock	X	19825	$14.3235	Acquired	381722	Indirect
2019-09-19	Common Stock	F	49860	$18.58	Disposed	331862	Indirect
2019-09-23	Common Stock	C	2228500	$0.00	Acquired	2560362	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-19	Warrants	$1.84	C	280127	Disposed		Common Stock (280127)	Indirect
2019-09-19	Warrants	$1.84	C	69696	Disposed		Common Stock (69696)	Indirect
2019-09-19	Warrants	$14.3235	X	19825	Disposed		Common Stock (19825)	Indirect
2019-09-23	Series A-3 Redeemable Convertible Preferred Stock	$	C	607168	Disposed		Common Stock (3306)	Indirect
2019-09-23	Series C Redeemable Convertible Preferred Stock	$	C	8081136	Disposed		Common Stock (141046)	Indirect
2019-09-23	Series D Redeemable Convertible Preferred Stock	$	C	3373594	Disposed		Common Stock (58882)	Indirect
2019-09-23	Series E Redeemable Convertible Preferred Stock	$	C	64239884	Disposed		Common Stock (1121230)	Indirect
2019-09-23	Series F Redeemable Convertible Preferred Stock	$	C	112958220	Disposed		Common Stock (615123)	Indirect
2019-09-23	Series H Redeemable Convertible Preferred Stock	$	C	53054485	Disposed		Common Stock (288913)	Indirect

Footnotes

F1: 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.

F2: The warrants are currently exercisable and will expire on January 19, 2026.

F3: The warrants are currently exercisable and will expire on March 31, 2026.

F4: The warrants are currently exercisable and will terminate upon closing of the Issuer's initial public offering.

F5: 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.

F6: Represents securities held of record by NMSIC Focused.

F7: 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.

F8: Represents securities held of record by NMSIC.

F9: 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.

F10: 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.

F11: 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.

F12: Includes 448,921 and 672,308 shares of common stock underlying the Series E shares held by NMSIC and NMSIC Focused, respectively.

F13: 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.

F14: 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.