Home/Filings/4/0000899243-20-033185

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Athyrium Opportunities Fund (A) LP 4

Accession 0000899243-20-033185

CIK 0001580063other

View on SEC.gov Company Profile

Filed

Dec 8, 7:00 PM ET

Accepted

Dec 9, 5:35 PM ET

Size

27.9 KB

Accession

0000899243-20-033185

Insider Transaction Report

Form 4

Period: 2020-12-07

PROGENITY, INC.PROG

Athyrium Opportunities Fund (A) LP

10% Owner

Transactions

Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)

Athyrium Opportunities Associates III GP LLC

10% Owner

Transactions

Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)

Athyrium Opportunities Associates III LP

10% Owner

Transactions

Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)

Athyrium Opportunities 2020 LP

10% Owner

Transactions

Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)

Athyrium Opportunities Fund (B) LP

10% Owner

Transactions

Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)

Athyrium Opportunities III Acquisition 2 LP

10% Owner

Transactions

Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)

Athyrium Opportunities III Co-Invest 1 LP

10% Owner

Transactions

Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)

Athyrium Opportunities Associates Co-Invest LLC

10% Owner

Transactions

Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)

Athyrium Opportunities Associates GP LLC

10% Owner

Transactions

Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)
Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)

Athyrium Opportunities Associates LP

10% Owner

Transactions

Purchase
Common Stock
2020-12-07$3.27/sh+4,128,440$13,499,999→ 26,991,626 total(indirect: See footnotes)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$25000000.00/sh−25,000,000$625,000,000,000,000→ 25,000,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (6,950,235 underlying)
Purchase
7.25% Convertible Senior Notes due 2025
2020-12-07$78500000.00/sh−78,500,000$6,162,250,000,000,000→ 78,500,000 total(indirect: See footnotes)
From: 2021-01-06Exp: 2025-12-01→ Common Stock (21,823,737 underlying)

Footnotes (6)

[F1]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.
[F2]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.
[F3]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.
[F4]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.
[F5]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.
[F6]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

PROGENITY, INC.

CIK 0001580063

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001589714

Filing Metadata

Form type: 4
Filed: Dec 8, 7:00 PM ET
Accepted: Dec 9, 5:35 PM ET
Size: 27.9 KB

View on SEC.gov