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^*

Hashemi Hutan

(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)
03/04/2021

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)
	Chief Compliance Officer

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	11,173⁽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⁾	03/04/2030	Common Stock	1,618	$9.76	D
Stock Option (Right to Buy)	⁽³⁾	03/04/2030	Common Stock	496	$9.76	D
Stock Option (Right to Buy)	⁽⁴⁾	01/09/2030	Common Stock	7,283	$9.88	D
Stock Option (Right to Buy)	⁽⁵⁾	11/15/2030	Common Stock	18,661	$4.47	D

Explanation of Responses:

1. Includes 1,036 shares of common stock and 10,137 restricted stock units ("RSUs"). Subject to the Reporting Person's continued service to the Issuer, (i) 202 RSUs will vest on May 15, 2021, and (ii) 1,763 RSUs will vest on November 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 August 15, 2021 and ending on August 15, 2023 for 2,276 RSUs, (ii) beginning on November 15, 2021 and ending on May 15, 2024 for 607 RSUs, and (iii) beginning on May 15, 2022 and ending on November 15, 2024 for 5,289 RSUs.

2. This option represents a right to purchase a total of 1,618 shares of the Issuer's common stock, 483 of which have vested, with the remaining shares vesting in equal monthly installments through February 4, 2024, subject to the Reporting Person's continued service to the Issuer.

3. This option represents a right to purchase a total of 496 shares of the Issuer's common stock, all of which have vested.

4. This option represents a right to purchase a total of 7,283 shares of the Issuer's common stock, 3,028 of which have vested, with the remaining shares vesting in equal monthly installments through June 15, 2023, subject to the Reporting Person's continued service to the Issuer.

5. This option represents a right to purchase a total of 18,661 shares of the Issuer's common stock, 1,554 of which have vested, with the remaining shares vesting in equal monthly installments through October 15, 2024, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Will Pridgen, Attorney-in-fact for Hutan Hashemi	03/15/2021
	** 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.