Filing Details
- Accession Number:
- 0000899243-20-033185
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-12-09 17:35:10
- Reporting Period:
- 2020-12-07
- Accepted Time:
- 2020-12-09 17:35:10
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1580063 | Progenity Inc. | PROG | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1540542 | Athyrium Opportunities Fund (B) Lp | 1290 Avenue Of The Americas, 42Nd Floor New York NY 10104 | No | No | Yes | No | |
| 1589714 | Athyrium Opportunities Fund (A) Lp | 1290 Avenue Of The Americas, 42Nd Floor New York NY 10104 | No | No | Yes | No | |
| 1815211 | Athyrium Opportunities Associates Iii Gp Llc | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815259 | Athyrium Opportunities Associates Co-Invest Llc | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815260 | Athyrium Opportunities Iii Co-Invest 1 Lp | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815261 | Athyrium Opportunities 2020 Lp | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815262 | Athyrium Opportunities Associates Iii Lp | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815268 | Athyrium Opportunities Iii Acquisition 2 Lp | 505 Fifth Avenue, Floor 18 New York NY 10017 | No | No | Yes | No | |
| 1815474 | Athyrium Opportunities Associates Lp | 1290 Avenue Of The Americas, 42Nd Floor New York NY 10104 | No | No | Yes | No | |
| 1815479 | Athyrium Opportunities Associates Gp Llc | 1290 Avenue Of The Americas, 42Nd Floor New York NY 10104 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2020-12-07 | 4,128,440 | $3.27 | 26,991,626 | No | 4 | P | Indirect | See footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Indirect | See footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | 7.25% Convertible Senior Notes due 2025 | Disposition | 2020-12-07 | 25,000,000 | $25,000,000.00 | 6,950,235 | $0.00 |
| Common Stock | 7.25% Convertible Senior Notes due 2025 | Disposition | 2020-12-07 | 78,500,000 | $78,500,000.00 | 21,823,737 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 25,000,000 | 2021-01-06 | 2025-12-01 | No | 4 | P | Indirect |
| 78,500,000 | 2021-01-06 | 2025-12-01 | No | 4 | P | Indirect |
Footnotes
- The 4,128,440 shares of the Issuer's common stock are directly owned by Athyrium Opportunities III Acquisition 2 LP. 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. 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 the 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 7.25% Convertible Senior Notes due 2025 (the "Convertible Notes") are convertible into shares of the Issuer's common stock at an initial conversion rate of 278.0094 shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $3.60 per share.
- The $25,000,000 aggregate principal amount of Convertible Notes is held directly by Athyrium Opportunities III Acquisition LP. 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 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 the President of Athyrium Opportunities Associates III GP LLC.
- Athyrium Opportunities III Co-Invest 1 LP acquired such Convertible Notes in exchange for the discharge of amounts outstanding under the Issuer's credit and security agreement.
- The $78,500,000 aggregate principal amount of Convertible Notes is held directly by Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC. Jeffrey A. Ferrell is the President of Athyrium Opportunities Associates Co-Invest LLC and the managing member of Athyrium Funds GP Holdings, LLC.
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