Sec Form 4 Filing - Athyrium Opportunities Fund (A) LP @ PROGENITY, INC. - 2020-12-07

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Athyrium Opportunities Fund (A) LP 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) (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2020 (Street) NEW YORK, NY10104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Athyrium Opportunities Fund (A) LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Fund (B) LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Opportunities Associates GP LLC 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Athyrium Opportunities Associates LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Signatures /s/ Athyrium Opportunities Fund (A) LP, by Christian Neira, Authorized Signatory 12/09/2020 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/ Athyrium Opportunities Fund (B) LP, by Christian Neira, Authorized Signatory 12/09/2020 Signature of Reporting Person Date /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 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 12/09/2020 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 12/09/2020 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates GP LLC, by Christian Neira, Authorized Signatory 12/09/2020 Signature of Reporting Person Date /s/ Athyrium Opportunities Associates LP, by Christian Neira, Authorized Signatory 12/09/2020 Signature of Reporting Person Date

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 e xchange 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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