X0306 4 2020-06-23 0 0001580063 PROGENITY, INC. PROG 0001728001 Athyrium Capital Management, LP 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001394967 Ferrell Jeffrey 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 1 0 1 0 0001815216 Athyrium Capital Holdings, LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815225 Athyrium Funds GP Holdings LLC 505 FIFTH AVENUE, FLOOR 18 NEW YORK NY 10017 0 0 1 0 0001815484 Athyrium Opportunities Advisers LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 0 0001469000 NB Alternatives Advisers LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 0 0001815407 NB Alternatives GP Holdings LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 0 0001815501 NB Alternatives Holdings LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 0 Common Stock 2020-06-23 4 P 0 3333333 15.00 A 23303346 I See footnotes Common Stock 2020-06-23 4 C 0 1250000 A 23303346 I See footnotes Common Stock 2020-06-23 4 C 0 18319853 A 23303346 I See footnotes Unsecured Convertible Promissory Note 2020-06-23 4 C 0 15000000.00 D Common Stock 1250000 0.00 I See footnotes Series B Preferred Stock 2020-06-23 4 C 0 101736263 D Common Stock 18319853 0 I See footnotes Athyrium Opportunities 2020 LP directly owns 4,583,333 shares of the Issuer's common stock. Athyrium Opportunities Associates III GP LLC is the general partner of Athyrium Opportunities Associates III LP, which is the general partner of Athyrium Opportunities 2020 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 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 Unsecured Convertible Promissory Note converted into 1,250,000 shares of the Issuer's common stock automatically without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. Prior to conversion, the Unsecured Convertible Promissory Note had a maturity date of May 8, 2022. The Series B Preferred Stock converted into shares of the Issuer's common stock on a 0.162-for-one basis automatically without payment of further consideration upon closing of the initial public offering of the Issuer's common stock. The Series B Preferred Stock has no expiration date. The 4,211,977, 2,329,083, 7,603,040 and 4,175,753 shares of the Issuer's common stock issued on the conversion of the Series B Preferred Stock upon the closing of the initial public offering of the Issuer's common stock are held by Athyrium Opportunities Fund (A) LP, Athyrium Opportunities Fund (B) LP, Athyrium Opportunities III Acquisition 2 LP and Athyrium Opportunities III Co-Invest 1 LP, respectively. 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. (continued from footnote 5) Athyrium Opportunities Associates Co-Invest LLC is the general partner of Athyrium Opportunities III Co-Invest 1 LP. Athyrium Opportunities Associates GP LLC is the general partner of Athyrium Opportunities Associates LP, which is the general partner of each of Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP. Athyrium Opportunities Advisers LLC is the investment adviser of each of Athyrium Opportunities Fund (A) LP and Athyrium Opportunities Fund (B) LP. Athyrium Capital Management, LP is a member of Athyrium Opportunities Associates GP LLC and an investment sub-adviser of Athyrium Opportunities Advisers LLC. NB Alternatives GP Holdings LLC is also a member of Athyrium Opportunities Associates GP LLC. NB Alternatives Holdings LLC is the sole member of NB Alternatives GP Holdings LLC and is a member of NB Alternatives Advisers LLC. (continued from footnote 6) NB Alternatives Advisers LLC is the sole member of Athyrium Opportunities Advisers LLC. Athyrium Funds GP Holdings, LLC is the managing member of Athyrium Opportunities Associates Co-Invest LLC and Athyrium Opportunities Associates III GP LLC. Athyrium Capital Holdings, LLC is the general partner of Athyrium Capital Management, LP. Jeffrey A. Ferrell is the managing member of Athyrium Capital Holdings, LLC and Athyrium Funds GP Holdings, LLC and the President of Athyrium Capital Management, LP, Athyrium Opportunities Associates Co-Invest LLC, Athyrium Opportunities Associates III GP LLC, and Athyrium Opportunities Associates GP 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 Capital Management, LP, by Jeffrey A. Ferrell, President 2020-06-25 /s/ Athyrium Capital Holdings, LLC, by Jeffrey A. Ferrell, Managing Member 2020-06-25 /s/ Athyrium Funds GP Holdings LLC, by Jeffrey A. Ferrell, Managing Member 2020-06-25 /s/ Athyrium Opportunities Advisers LLC, by Christian Neira, Authorized Signatory 2020-06-25 /s/ NB Alternatives Advisers LLC, by Christian Neira, Authorized Signatory 2020-06-25 /s/ NB Alternatives GP Holdings LLC, by Christian Neira, Authorized Signatory 2020-06-25 /s/ NB Alternatives Holdings LLC, by Christian Neira, Authorized Signatory 2020-06-25