Athyrium Opportunities III Co-Invest 1 Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Athyrium Opportunities Fund (A) LP

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGENITY, INC. [ PROG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/07/2020		P		4,128,440	A	$3.27	26,991,626	I	See footnotes(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
7.25% Convertible Senior Notes due 2025	(3)	12/07/2020		P			25,000,000	01/06/2021	12/01/2025	Common Stock	6,950,235	$25,000,000	25,000,000	I	See footnotes(2)(4)
7.25% Convertible Senior Notes due 2025	(3)	12/07/2020		P			78,500,000	01/06/2021	12/01/2025	Common Stock	21,823,737	$78,500,000(5)	78,500,000	I	See footnotes(2)(6)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Fund (A) LP

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities 2020 LP

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Fund (B) LP

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities III Acquisition 2 LP

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities III Co-Invest 1 LP

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Associates Co-Invest LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Associates III GP LLC

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Associates III LP

(Last) (First) (Middle)

505 FIFTH AVENUE, FLOOR 18

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Associates GP LLC

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10104

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Athyrium Opportunities Associates LP

(Last) (First) (Middle)

1290 AVENUE OF THE AMERICAS, 42ND FLOOR

(Street)

NEW YORK NY 10104

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4.

	/s/ Athyrium Opportunities Fund (A) LP, by Christian Neira, Authorized Signatory	12/09/2020
	/s/ Athyrium Opportunities 2020 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities Fund (B) LP, by Christian Neira, Authorized Signatory	12/09/2020
	/s/ Athyrium Opportunities III Acquisition 2 LP, by Athyrium Opportunities Associates III LP, its general partner, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities III Co-Invest 1 LP, by Athyrium Opportunities Associates Co-Invest LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary	12/09/2020
	/s/ Athyrium Opportunities Associates GP LLC, by Christian Neira, Authorized Signatory	12/09/2020
	/s/ Athyrium Opportunities Associates LP, by Christian Neira, Authorized Signatory	12/09/2020
	** Signature of Reporting Person	Date
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