Sec Form 4 Filing - Athyrium Capital Management, LP @ PROGENITY, INC. - 2021-06-01

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 Capital Management, 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) 505 FIFTH AVENUE, FLOOR 18 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2021 (Street) NEW YORK, NY10017 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 06/01/2021 P 306,308 A $ 2.86 28,299,741 I See footnotes ( 1 ) ( 2 ) Common Stock 06/01/2021 P 961,807 A $ 2.86 28,299,741 I See footnotes ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Athyrium Capital Management, LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X X Athyrium Capital Holdings, LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X NB Alternatives Holdings LLC 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Athyrium Opportunities Advisers LLC 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK, NY10104 X Athyrium Opportunities III Acquisition LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK, NY10017 X NB Alternatives Advisers LLC 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS, TX75201 X NB Alternatives GP Holdings LLC 325 N. SAINT PAUL STREET, SUITE 4900 DALLAS, TX75201 X Signatures /s/ Athyrium Capital Management, LP, by Jeffrey A. Ferrell, President 06/03/2021 Signature of Reporting Person Date /s/ Jeffrey A. Ferrell 06/03/2021 Signature of Reporting Person Date /s/ Athyrium Capital Holdings, LLC, by Jeffrey A. Ferrell, Managing Member 06/03/2021 Signature of Reporting Person Date /s/ Athyrium Funds GP Holdings LLC, by Jeffrey A. Ferrell, Managing Member 06/03/2021 Signature of Reporting Person Date /s/ Athyrium Opportunities Advisers LLC, by Christian Neira, Authorized Signatory 06/03/2021 Signature of Reporting Person Date /s/ NB Alternatives Advisers LLC, by Christian Neira, Authorized Signatory 06/03/2021 Signature of Reporting Person Date /s/ NB Alternatives GP Holdings LLC, by Christian Neira, Authorized Signatory 06/03/2021 Signature of Reporting Person Date /s/ NB Alternatives Holdings LLC, by Christian Neira, Authorized Signatory 06/03/2021 Signature of Reporting Person Date /s/ Athyrium Opportunities III Acquisition 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 06/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 306,308 shares of the Issuer's common stock are directly owned 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. ( 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 961,807 shares of the Issuer's common stock are 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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