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Filing Details

Accession Number:: 0000899243-20-017653
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-06-25 16:25:56
Reporting Period:: 2020-06-23

Accepted Time:: 2020-06-25 16:25:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1580063	Progenity Inc.	PROG	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1394967	Jeffrey Ferrell	505 Fifth Avenue, Floor 18 New York NY 10017	Yes	No	Yes	No
1469000	Nb Alternatives Advisers Llc	1290 Avenue Of The Americas New York NY 10104	No	No	Yes	No
1728001	Athyrium Capital Management, Lp	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815216	Athyrium Capital Holdings, Llc	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815225	Athyrium Funds Gp Holdings Llc	505 Fifth Avenue, Floor 18 New York NY 10017	No	No	Yes	No
1815407	Nb Alternatives Gp Holdings Llc	1290 Avenue Of The Americas New York NY 10104	No	No	Yes	No
1815484	Athyrium Opportunities Advisers Llc	1290 Avenue Of The Americas New York NY 10104	No	No	Yes	No
1815501	Nb Alternatives Holdings Llc	1290 Avenue Of The Americas New York NY 10104	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-06-23	3,333,333	$15.00	23,303,346	No	4	P	Indirect	See footnotes
Common Stock	Acquisiton	2020-06-23	1,250,000	$0.00	23,303,346	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2020-06-23	18,319,853	$0.00	23,303,346	No	4	C	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	C	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Unsecured Convertible Promissory Note	Disposition	2020-06-23	0	$0.00	1,250,000	$0.00
Common Stock	Series B Preferred Stock	Disposition	2020-06-23	101,736,263	$0.00	18,319,853	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect

Footnotes

Athyrium Opportunities 2020 LP directly owns 4,583,333 shares of the Issuer's common stock. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities 2020 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates III GP LLC. Jeffrey Ferrell is the managing member of Athyrium Funds GP Holdings, LLC and President of Athyrium Opportunities Associates III GP LLC.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
The Unsecured Convertible Promissory Note converted into 1,250,000 shares of the Issuer's common stock automatically without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. Prior to conversion, the Unsecured Convertible Promissory Note had a maturity date of May 8, 2022.
The Series B Preferred Stock converted into shares of the Issuer's common stock on a 0.162-for-one basis automatically without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The Series B Preferred Stock has no expiration date.
The 4,211,977, 2,329,083, 7,603,040 and 4,175,753 shares of the Issuer's common stock issued on the conversion of the Series B Preferred Stock upon the closing of the initial public offering of the Issuer's common stock are held by Athyrium Opportunities Fund (A) LP, Athyrium Opportunities Fund (B) LP, Athyrium Opportunities III Acquisition 2 LP and Athyrium Opportunities III Co-Invest 1 LP, respectively. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities III Acquisition 2 LP.
(continued from footnote 5) Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates GP LLC is the general partner of Athyrium Opportunities Associates LP, which is the general partner of each of Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP. Athyrium Opportunities Advisers LLC is the investment adviser of each of Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP. Athyrium Capital Management, LP is a member of Athyrium Opportunities Associates GP LLC and an investment sub-adviser of Athyrium Opportunities Advisers LLC. NB Alternatives GP Holdings LLC is also a member of Athyrium Opportunities Associates GP LLC. NB Alternatives Holdings LLC is the sole member of NB Alternatives GP Holdings LLC and is a member of NB Alternatives Advisers LLC.
(continued from footnote 6) NB Alternatives Advisers LLC is the sole member of Athyrium Opportunities Advisers LLC. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC and Athyrium Opportunities Associates III GP LLC. Athyrium Capital Holdings, LLC is the general partner of Athyrium Capital Management, LP. Jeffrey A. Ferrell is the managing member of Athyrium Capital Holdings, LLC and Athyrium Funds GP Holdings, LLC and the President of Athyrium Capital Management, LP, Athyrium Opportunities Associates Co-Invest LLC, Athyrium Opportunities Associates III GP LLC, and Athyrium Opportunities Associates GP LLC.