UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Exagen, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
30068X103
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this statement)
Check theappropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule
13d-1(b)
Rule
13d-1(c)
Rule
13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this formwith respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the SecuritiesExchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No: 30068X103 Page 2 of 12
(1) NAMES OF REPORTING PERSONS
Tullis-Dickerson Capital Focus III, L.P.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States ofAmerica
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
1,112,357
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
1,112,357
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,357
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
6.5%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
PN
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CUSIP No: 30068X103 Page 3 of 12
(1) NAMES OF REPORTING PERSONS
Tullis-Dickerson Partners III, L.L.C.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States ofAmerica
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
1,112,357
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
1,112,357
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,112,357
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
6.5%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
OO (Limited Liability Company)
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CUSIP No: 30068X103 Page 4 of 12
(1) NAMES OF REPORTING PERSONS
Tullis Growth Fund, L.P.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States ofAmerica
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
587,843
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
587,843
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,843
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
3.4%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
PN
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CUSIP No: 30068X103 Page 5 of 12
(1) NAMES OF REPORTING PERSONS
Tullis-Growth Partners, L.L.C.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
587,843
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
587,843
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,843
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
3.4%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
OO (Limited Liability Company)
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CUSIP No: 30068X103 Page 6 of 12
(1) NAMES OF REPORTING PERSONS
Tullis Growth Fund II, L.P.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
105,620
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
105,620
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,620
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
0.6%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
PN
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CUSIP No: 30068X103 Page 7 of 12
(1) NAMES OF REPORTING PERSONS
Tullis-Growth Partners II, L.L.C.
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
Delaware, United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 0
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
105,620
(7) SOLE DISPOSITIVE POWER
0
(8) SHARED DISPOSITIVE POWER
105,620
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,620
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
0.6 %
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
OO (Limited Liability Company)
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CUSIP No: 30068X103 Page 8 of 12
(1) NAMES OF REPORTING PERSONS
James L.L. Tullis
(2) CHECK THE APPROPRIATE BOX IF AMEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)(b)
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OFORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES BENEFICIALLY
OWNED BY 61,296
EACH
REPORTING
PERSON
WITH
(6) SHARED VOTING POWER
1,805,820
(7) SOLE DISPOSITIVE POWER
61,296
(8) SHARED DISPOSITIVE POWER
1,805,820
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,867,116
(10) CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
(11) PERCENT OF CLASS REPRESENTED BYAMOUNT IN ROW (9)
10.7%
(12) TYPE OF REPORTING PERSON (SEEINSTRUCTIONS)
IN
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CUSIP No: 30068X103 Page 9 of 12
Item 1. Security and Issuer.
(a) Name of Issuer:
Exagen, Inc.
(b) Address of Issuer:
1261 Liberty Way
Vista, CA 92081
Item 2. Identity and Background.
(a) Name of Person Filing:
This statement is being filed on behalf of each of the following persons
(each, a "Reporting Person" and collectively, the"Reporting Persons"):
i.. Tullis-Dickerson Capital Focus III, L.P. ("
TD Capital Focus
")
ii. Tullis-Dickerson Partners III, L.L.C., the general partner of TD Capital Focus
iii. Tullis Growth Fund, L.P. ("
Tullis Growth Fund
")
iv. Tullis-Growth Partners, L.L.C., the general partner of Tullis Growth Fund
v. Tullis Growth Fund II, L.P. ("
Tullis Growth Fund II
")
vi. Tullis-Growth Partners II, L.L.C., the general partner of Tullis Growth Fund II
vii. James L.L. Tullis as majority member of Tullis-Dickerson Partners III, L.L.C.,
Tullis-Growth Partners, L.L.C.,and Tullis-Growth Partners II, L.L.C. (collectively, the "
General Partners
"), and in his individual capacity
(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the reporting persons
is:
11770 US Highway One, Suite 503, Palm Beach Gardens, FL 33408
(c) Citizenship or Place of Organization:
James L. L. Tullis is a citizen of the United States and each of the remaining
Reporting Persons are organized under the laws of the state ofDelaware.
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
30068X103
Item 3.
Not applicable.
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CUSIP No: 30068X103 Page 10 of 12
Item 4. Ownership
(a) Amount Beneficially Owned:
See row 9 of the cover page of each Reporting Person.
As of December 31, 2023, the general partner of TD Capital Focus, Tullis
Dickerson Partners III, L.L.C. may be deemed to share beneficialownership of
1,112,357 shares of the Issuer's Common Stock held of record by TD Capital
Focus. As the general partner of Tullis Growth Fund, Tullis-Growth Partners,
L.L.C. may be deemed to share beneficial ownership of 587,843 shares of
theIssuer's Common Stock held of record by Tullis Growth Fund. As the general
partner of Tullis Growth Fund II, Tullis-Growth Partners II, LLC may be deemed
to share beneficial ownership of 105,620 shares of the Issuer's Common Stock
held ofrecord by Tullis Growth Fund II. James L.L. Tullis, in his individual
capacity, is the record holder of 61,296 shares of the Issuer's Common Stock,
including 39,948 shares of common stock underlying immediately exercisable
stock options, and isthe majority member of each of the General Partners, and
as a result, may be deemed to beneficially own the securities held of record
by TD Capital Focus, Tullis Growth Fund, and Tullis Growth Fund II. Mr. Tullis
and the General Partnersdisclaim beneficial ownership of any securities held
of record by TD Capital Focus, Tullis Growth Fund, and Tullis Growth Fund II
except to the extent of any proportionate pecuniary interest therein.
Pursuant to Rule
13d-4
of the Securities Exchange Act of 1934, as amended (the "ExchangeAct"), the
Reporting Persons declare that filing this Schedule 13G shall not be construed
as an admission that any such person is, for the purposes of Section 13(d)
and/or Section 13(g) of the Exchange Act, the beneficial owner of anyCommon
Stock covered by this Schedule 13G except to the extent of such person's
direct ownership of such Common Stock, and except to the extent of such direct
ownership, such beneficial ownership is expressly disclaimed by each
ReportingPerson.
(b) Percent of Class:
i. TD Capital Focus: 6.5%
ii. Tullis-Dickerson Partners III, L.L.C.: 6.5%
iii. Tullis Growth Fund: 3.4%
iv. Tullis-Growth Partners, L.L.C.: 3.4%
v. Tullis Growth Fund II: 0.6%
vi. Tullis-Growth Partners II, L.L.C.: 0.6%
vii. James L. L. Tullis: 10.7%
Percentage calculated based on 17,045,827 shares of Common Stock outstanding
as of November 10, 2023, as reported in the issuer'sQuarterly Report on Form
10-Q
for the quarter ended September 30, 2023.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See row 5 of the cover page of each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See row 6 of the cover page of each Reporting Person
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover page of each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover page of each Reporting Person.
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CUSIP No: 30068X103 Page 11 of 12
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by theParent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not heldfor the purpose
of or with the effect of changing or influencing the control of the Issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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CUSIP No: 30068X103 Page 12 of 12
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in thisstatement is true,
complete, and correct.
Dated: February 13, 2024
TULLIS-DICKERSON CAPITAL FOCUS III, L.P.
By: Tullis-Dickerson Partners III, L.L.C., its general partner
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Manager
TULLIS GROWTH FUND, L.P.
By: Tullis-Growth Partners, L.L.C., its general partner
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Manager
TULLIS GROWTH FUND II, L.P.
By: Tullis-Growth Partners II, L.L.C., its general partner
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Manager
TULLIS-DICKERSON PARTNERS III, L.L.C.
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Chief Executive Officer
TULLIS-GROWTH PARTNERS, L.L.C.
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Manager
TULLIS-GROWTH PARTNERS II, L.L.C.
By: /s/ James L.L. Tullis
Name: James L.L. Tullis
Title: Chief Executive Officer
/s/ James L.L. Tullis
JAMES L.L. TULLIS, Individually