SEC FORM 3

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^*

Hazeltine Mark

(Last)

(First)

(Middle)

C/O EXAGEN INC.

1261 LIBERTY WAY

(Street)

VISTA

92081

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2021

3. Issuer Name and Ticker or Trading Symbol
EXAGEN INC. [ XGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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⁽¹⁾	37,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option(right to buy)	⁽²⁾	06/17/2025	Common Stock	680	$45.91	D
Stock Option(right to buy)	⁽³⁾	10/05/2028	Common Stock	2,995	$0.26	D
Stock Option(right to buy)	⁽⁴⁾	09/17/2029	Common Stock	92,574	$14	D
Stock Option(right to buy)	⁽⁵⁾	01/08/2030	Common Stock	27,500	$24.19	D
Stock Option(right to buy)	⁽⁶⁾	02/22/2031	Common Stock	12,500	$18.2	D

Explanation of Responses:

1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The restricted stock units will vest with respect to 25% of the restricted stock units on each of the first, second, third and fourth anniversaries of March 1, 2020, subject to the Reporting Person's continued service through the applicable vesting date. In addition, the award may become fully vested upon a qualifying termination of employment in connection with a change in control.

2. The option is fully vested.

3. The option is exercisable as it vests. 25% of the shares subject to the option vested on October 5, 2019, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

4. The option is exercisable as it vests. 25% of the shares subject to the option vested on September 18, 2020, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

5. The option is exercisable as it vests. 25% of the shares subject to the option vested on January 1, 2021, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

6. The option is exercisable as it vests. 25% of the shares subject to the option vest on February 23, 2022, and 1/48th of the total number of shares subject to the option vest monthly thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date. In addition, the stock option may become fully vested upon a qualifying termination of employment in connection with a change in control.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Kamal Adawi, as attorney-in-fact	03/25/2021
	** 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.