EXAGEN INC. — Director's Dealing 2019

Sep 18, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EXAGEN INC. (XGN)
CIK: 0001274737
Period of Report: 2019-09-18

Reporting Person: TULLIS DICKERSON CAPITAL FOCUS III, L.P. (10% Owner)
Reporting Person: Tullis Growth Fund, L.P. (10% Owner)
Reporting Person: TULLIS GROWTH FUND II, L.P. (10% Owner)
Reporting Person: TULLIS DICKERSON PARTNERS III, L.L.C. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	99	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$688.63		Common Stock (1361)		Indirect
Warrants	$1.84		Common Stock (224641)		Indirect
Warrants	$1.84		Common Stock (65340)		Indirect
Warrants	$14.3235		Series E Redeemable Convertible Preferred Stock (658823)		Indirect
Series A-3 Redeemable Convertible Preferred Stock	$		Common Stock (2550)		Indirect
Series C Redeemable Convertible Preferred Stock	$		Common Stock (95069)		Indirect
Series E Redeemable Convertible Preferred Stock	$		Common Stock (929432)		Indirect
Series F Redeemable Convertible Preferred	$		Common Stock (441997)		Indirect
Series H Redeemable Convertible Preferred Stock	$		Common Stock (317803)		Indirect

Footnotes

F1: The shares reported on this form are held of record by Tullis-Dickerson Capital Focus III, L.P. ("Tullis"), Tullis Growth Fund, L.P. ("Tullis Growth") and Tullis Growth Fund II, L.P. ("Tullis Growth II"). Tullis-Dickerson Partners III, LLC ("Tullis Partners") is the general partner of Tullis and may be deemed to beneficially own the securities held by Tullis. Tullis Growth Partners, LLC ("Growth Partners") and Tullis Growth Partners II, LLC ("Growth Partners II") are the general partners of Tullis Growth and Tullis Growth II, respectively, and may be deemed to beneficially own the securities held by Tullis Growth and Tullis Growth II. James L.L. Tullis is a Principal of each of the foregoing entities and may be deemed to possess voting and investment control over, and may be deemed to have an indirect beneficial ownership with respect to, the shares held by Tullis, Tullis Growth and Tullis Growth II.

F2: Represents securities held of record by Tullis.

F3: The warrants are currently exercisable and will terminate upon closing of the Issuer's initial public offering.

F4: The warrants are currently exercisable and will expire on January 19, 2026.

F5: The warrants are currently exercisable and will expire on March 31, 2026.

F6: Includes warrants held by Tullis and Tullis Growth, respectively, to purchase 54,196 shares of the Issuer's Common Stock and warrants to purchase 170,445 shares of the Issuer's Common Stock.

F7: Includes warrants held by Tullis to purchase 65,340 shares of the Issuer's Common Stock.

F8: Includes warrants held by Tullis and Tullis Growth, respectively, to purchase 2,493 shares of Series E Redeemable Convertible Preferred Stock (the "Series E") and warrants to purchase 656,330 shares of Series E.

F9: 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.

F10: 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.

F11: 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.

F12: Includes 656,282 and 273,150 shares of common stock underlying the Series E shares held by Tullis and Tullis Growth, 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 will automatically convert into Common Stock upon the closing of the Issuer's initial public offering.

F14: Includes 242,226 and 199,771 shares of common stock underlying the Series F shares held by Tullis and Tullis Growth, respectively.

F15: 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.

F16: Includes 106,897 shares, 105,453 shares and 105,453 shares of common stock underlying the Series H shares held by Tullis, Tullis Growth and Tullis Growth II, respectively.