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Filing Details

Accession Number:: 0000899243-20-033184
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-12-09 17:35:11
Reporting Period:: 2020-12-07

Accepted Time:: 2020-12-09 17:35:11
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	325 N. Saint Paul Street, Suite 4900 Dallas TX 75201	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	325 N. Saint Paul Street, Suite 4900 Dallas TX 75201	No	No	Yes	No
1815484	Athyrium Opportunities Advisers Llc	1290 Avenue Of The Americas, 42Nd Floor New York NY 10104	No	No	Yes	No
1815501	Nb Alternatives Holdings Llc	1290 Avenue Of The Americas, 42Nd Floor New York NY 10104	No	No	Yes	No
1835266	Athyrium Opportunities Iii Acquisition Lp	505 Fifth Avenue, Floor 18 New York NY 10017	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	2020-12-07	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

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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.