X0306 4 2020-12-07 0 0001580063 PROGENITY, INC. PROG 0001589714 Athyrium Opportunities Fund (A) LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK NY 10104 0 0 1 0 0001815261 Athyrium Opportunities 2020 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001540542 Athyrium Opportunities Fund (B) LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK NY 10104 0 0 1 0 0001815268 Athyrium Opportunities III Acquisition 2 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815260 Athyrium Opportunities III Co-Invest 1 LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815259 Athyrium Opportunities Associates Co-Invest LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815211 Athyrium Opportunities Associates III GP LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815262 Athyrium Opportunities Associates III LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815479 Athyrium Opportunities Associates GP LLC 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK NY 10104 0 0 1 0 0001815474 Athyrium Opportunities Associates LP 1290 AVENUE OF THE AMERICAS, 42ND FLOOR NEW YORK NY 10104 0 0 1 0 Common Stock 2020-12-07 4 P 0 4128440 3.27 A 26991626 I See footnotes 7.25% Convertible Senior Notes due 2025 2020-12-07 4 P 0 25000000 25000000.00 D 2021-01-06 2025-12-01 Common Stock 6950235 25000000 I See footnotes 7.25% Convertible Senior Notes due 2025 2020-12-07 4 P 0 78500000 78500000.00 D 2021-01-06 2025-12-01 Common Stock 21823737 78500000 I See 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. 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 2020-12-09 /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 2020-12-09 /s/ Athyrium Opportunities Fund (B) LP, by Christian Neira, Authorized Signatory 2020-12-09 /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 2020-12-09 /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 2020-12-09 /s/ Athyrium Opportunities Associates Co-Invest LLC, by Andrew Hyman, Senior Vice President, Secretary 2020-12-09 /s/ Athyrium Opportunities Associates III GP LLC, by Andrew Hyman, Senior Vice President, Secretary 2020-12-09 /s/ Athyrium Opportunities Associates III LP, by Athyrium Opportunities Associates III GP LLC, its general partner, by Andrew Hyman, Senior Vice President, Secretary 2020-12-09 /s/ Athyrium Opportunities Associates GP LLC, by Christian Neira, Authorized Signatory 2020-12-09 /s/ Athyrium Opportunities Associates LP, by Christian Neira, Authorized Signatory 2020-12-09