FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Garner Brian
2. Date of Event Requiring Statement (MM/DD/YYYY)
11/30/2020 

3. Issuer Name and Ticker or Trading Symbol

PROG Holdings, Inc. [PRG]
(Last)        (First)        (Middle)

256 WEST DATA DR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Financial Officer /
(Street)

DRAPER, UT 84020      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6794 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)  (1)2/24/2027 Stock Options (Right to Buy) 1630.0 $27.18 D  
Stock Options (Right to Buy)  (2)3/2/2028 Stock Options (Right to Buy) 2800.0 $47.26 D  
Stock Options (Right to Buy)  (3)2/21/2029 Stock Options (Right to Buy) 3870.0 $54.18 D  
Stock Options (Right to Buy)  (4)2/25/2030 Stock Options (Right to Buy) 5280.0 $42.7 D  

Explanation of Responses:
(1) These options vested on March 15, 2020.
(2) One half of these options vested on March 7, 2020, with the other one half expected to vest on March 7, 2021, subject to the grant agreement between the Issuer and the Reporting Person.
(3) One third of these options vested on March 7, 2020. The remaining two thirds of these options are expected to vest in two equal increments on each of March 7, 2021 and 2022, subject to the grant agreement between the Issuer and the Reporting Person.
(4) These options are expected to vest in three equal increments on each of March 7, 2021, 2022 and 2023, subject to the grant agreement between the Issuer and the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Garner Brian
256 WEST DATA DR
DRAPER, UT 84020


Chief Financial Officer

Signatures
/s/ Matt Sewell, by Power of Attorney for Brian Garner12/7/2020
**Signature of Reporting PersonDate

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