SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

NEUMANN CLARKE

(Last)

(First)

(Middle)

C/O PROGENITY, INC.

4330 LA JOLLA VILLAGE DRIVE, SUITE 200

(Street)

SAN DIEGO

92122

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2020

3. Issuer Name and Ticker or Trading Symbol
PROGENITY, INC. [ PROG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	34,154⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	09/10/2024	Common Stock	25,898	$6.49	D
Stock Option (Right to Buy)	⁽³⁾	02/01/2025	Common Stock	9,711	$10.75	D
Stock Option (Right to Buy)	⁽⁴⁾	02/24/2026	Common Stock	9,711	$12.54	D
Stock Option (Right to Buy)	⁽⁵⁾	02/23/2027	Common Stock	19,423	$9.88	D
Stock Option (Right to Buy)	⁽⁶⁾	02/22/2028	Common Stock	6,474	$9.88	D
Stock Option (Right to Buy)	⁽⁷⁾	04/15/2029	Common Stock	19,423	$9.88	D
Stock Option (Right to Buy)	⁽⁸⁾	03/04/2030	Common Stock	34,800	$9.76	D
Stock Option (Right to Buy)	⁽⁹⁾	03/04/2030	Common Stock	6,428	$9.76	D

Explanation of Responses:

1. Consists of 34,154 restricted stock units ("RSUs"), 4,720 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 3,806 RSUs will vest on March 4, 2021, and (ii) 4,350 RSUs will vest on May 15, 2021. All other unvested RSUs will vest in semi-annual installments, subject to the Reporting Person's continued service to the Issuer, (i) beginning on February 15, 2021 and ending on February 15, 2022 for 1,349 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 6,879 RSUs and (iii) beginning on November 15, 2021 and ending on May 15, 2024 for 13,050 RSUs.

2. This option represents the right to purchase 25,898 shares of the Issuer's common stock, all of which have vested.

3. This option represents the right to purchase 9,711 shares of the Issuer's common stock, all of which have vested.

4. This option represents the right to purchase 9,711 shares of the Issuer's common stock, all of which have vested.

5. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 15,781 of which have vested, with the remaining shares vesting in equal monthly installments through February 23, 2021, subject to the Reporting Person's continued service to the Issuer.

6. This option represents the right to purchase a total of 6,474 shares of the Issuer's common stock, 3,776 of which have vested, with the remaining shares vesting in equal monthly installments through February 22, 2022, subject to the Reporting Person's continued service to the Issuer.

7. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 5,665 of which vested, with the remaining shares vesting in equal monthly installments through April 15, 2023, subject to the Reporting Person's continued service to the Issuer.

8. This option represents the right to purchase a total of 34,800 shares of the Issuer's common stock, 2,175 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2024, subject to the Reporting Person's continued service to the Issuer.

9. This option represents the right to purchase 6,428 shares of the Issuer's common stock, all of which have vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eric d'Esparbes, Attorney-in-fact for Clarke Neumann	06/18/2020
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.