Sun Mountain Capital Partners LLC 4

Accession 0000899243-19-024083

CIK 0001274737other

View on SEC.gov Company Profile

Filed

Sep 22, 8:00 PM ET

Accepted

Sep 23, 9:45 PM ET

Size

39.0 KB

Accession

0000899243-19-024083

Insider Transaction Report

Form 4

Period: 2019-09-19

EXAGEN INC.XGN

NMSIC Co-Investment Fund, L.P.

10% Owner

Transactions

Conversion
Series C Redeemable Convertible Preferred Stock
2019-09-23−8,081,136→ 0 total(indirect: See footnotes)
→ Common Stock (141,046 underlying)
Conversion
Common Stock
2019-09-23+2,228,500→ 2,560,362 total(indirect: See footnote)
Conversion
Warrants
2019-09-19$1.84/sh−69,696$128,241→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (69,696 underlying)
Exercise of In-Money
Common Stock
2019-09-19$1.84/sh+349,823$643,674→ 361,897 total(indirect: See footnote)
Conversion
Series H Redeemable Convertible Preferred Stock
2019-09-23−53,054,485→ 0 total(indirect: See footnotes)
→ Common Stock (288,913 underlying)
Tax Payment
Common Stock
2019-09-19$18.58/sh−49,860$926,399→ 331,862 total(indirect: See footnote)
Conversion
Warrants
2019-09-19$1.84/sh−280,127$515,434→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (280,127 underlying)
Conversion
Series D Redeemable Convertible Preferred Stock
2019-09-23−3,373,594→ 0 total(indirect: See footnotes)
→ Common Stock (58,882 underlying)
Conversion
Series A-3 Redeemable Convertible Preferred Stock
2019-09-23−607,168→ 0 total(indirect: See footnotes)
→ Common Stock (3,306 underlying)
Conversion
Series F Redeemable Convertible Preferred Stock
2019-09-23−112,958,220→ 0 total(indirect: See footnotes)
→ Common Stock (615,123 underlying)
Exercise of In-Money
Common Stock
2019-09-19$14.32/sh+19,825$283,963→ 381,722 total(indirect: See footnote)
Exercise of In-Money
Warrants
2019-09-19$14.32/sh−19,825$283,963→ 0 total(indirect: See footnotes)
Exercise: $14.32→ Common Stock (19,825 underlying)
Conversion
Series E Redeemable Convertible Preferred Stock
2019-09-23−64,239,884→ 0 total(indirect: See footnotes)
→ Common Stock (1,121,230 underlying)

Sun Mountain Capital Partners LLC

10% Owner

Transactions

Conversion
Common Stock
2019-09-23+2,228,500→ 2,560,362 total(indirect: See footnote)
Conversion
Series A-3 Redeemable Convertible Preferred Stock
2019-09-23−607,168→ 0 total(indirect: See footnotes)
→ Common Stock (3,306 underlying)
Conversion
Series F Redeemable Convertible Preferred Stock
2019-09-23−112,958,220→ 0 total(indirect: See footnotes)
→ Common Stock (615,123 underlying)
Conversion
Series E Redeemable Convertible Preferred Stock
2019-09-23−64,239,884→ 0 total(indirect: See footnotes)
→ Common Stock (1,121,230 underlying)
Exercise of In-Money
Common Stock
2019-09-19$14.32/sh+19,825$283,963→ 381,722 total(indirect: See footnote)
Conversion
Warrants
2019-09-19$1.84/sh−280,127$515,434→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (280,127 underlying)
Conversion
Series H Redeemable Convertible Preferred Stock
2019-09-23−53,054,485→ 0 total(indirect: See footnotes)
→ Common Stock (288,913 underlying)
Tax Payment
Common Stock
2019-09-19$18.58/sh−49,860$926,399→ 331,862 total(indirect: See footnote)
Conversion
Series C Redeemable Convertible Preferred Stock
2019-09-23−8,081,136→ 0 total(indirect: See footnotes)
→ Common Stock (141,046 underlying)
Exercise of In-Money
Common Stock
2019-09-19$1.84/sh+349,823$643,674→ 361,897 total(indirect: See footnote)
Conversion
Warrants
2019-09-19$1.84/sh−69,696$128,241→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (69,696 underlying)
Exercise of In-Money
Warrants
2019-09-19$14.32/sh−19,825$283,963→ 0 total(indirect: See footnotes)
Exercise: $14.32→ Common Stock (19,825 underlying)
Conversion
Series D Redeemable Convertible Preferred Stock
2019-09-23−3,373,594→ 0 total(indirect: See footnotes)
→ Common Stock (58,882 underlying)

NMSIC Focused LLC

10% Owner

Transactions

Conversion
Warrants
2019-09-19$1.84/sh−280,127$515,434→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (280,127 underlying)
Exercise of In-Money
Warrants
2019-09-19$14.32/sh−19,825$283,963→ 0 total(indirect: See footnotes)
Exercise: $14.32→ Common Stock (19,825 underlying)
Conversion
Series A-3 Redeemable Convertible Preferred Stock
2019-09-23−607,168→ 0 total(indirect: See footnotes)
→ Common Stock (3,306 underlying)
Conversion
Series D Redeemable Convertible Preferred Stock
2019-09-23−3,373,594→ 0 total(indirect: See footnotes)
→ Common Stock (58,882 underlying)
Exercise of In-Money
Common Stock
2019-09-19$1.84/sh+349,823$643,674→ 361,897 total(indirect: See footnote)
Conversion
Warrants
2019-09-19$1.84/sh−69,696$128,241→ 0 total(indirect: See footnotes)
Exercise: $1.84→ Common Stock (69,696 underlying)
Conversion
Series C Redeemable Convertible Preferred Stock
2019-09-23−8,081,136→ 0 total(indirect: See footnotes)
→ Common Stock (141,046 underlying)
Conversion
Series E Redeemable Convertible Preferred Stock
2019-09-23−64,239,884→ 0 total(indirect: See footnotes)
→ Common Stock (1,121,230 underlying)
Conversion
Series H Redeemable Convertible Preferred Stock
2019-09-23−53,054,485→ 0 total(indirect: See footnotes)
→ Common Stock (288,913 underlying)
Exercise of In-Money
Common Stock
2019-09-19$14.32/sh+19,825$283,963→ 381,722 total(indirect: See footnote)
Tax Payment
Common Stock
2019-09-19$18.58/sh−49,860$926,399→ 331,862 total(indirect: See footnote)
Conversion
Common Stock
2019-09-23+2,228,500→ 2,560,362 total(indirect: See footnote)
Conversion
Series F Redeemable Convertible Preferred Stock
2019-09-23−112,958,220→ 0 total(indirect: See footnotes)
→ Common Stock (615,123 underlying)

Footnotes (14)

[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.
[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.
[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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

EXAGEN INC.

CIK 0001274737

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001788530

Filing Metadata

Form type: 4
Filed: Sep 22, 8:00 PM ET
Accepted: Sep 23, 9:45 PM ET
Size: 39.0 KB

View on SEC.gov