| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/18/2020 |
3. Issuer Name and Ticker or Trading Symbol
PROGENITY, INC. [ PROG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 64,377(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 06/15/2029 | Common Stock | 28,407 | $9.88 | D | |
| Stock Option (Right to Buy) | (3) | 01/15/2030 | Common Stock | 91,129 | $9.88 | D | |
| Stock Option (Right to Buy) | (4) | 03/04/2030 | Common Stock | 7,785 | $9.76 | D | |
| Explanation of Responses: |
| 1. Consists of 64,377 restricted stock units ("RSUs"), 3,550 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 11,391 RSUs will vest on February 15, 2021, and (ii) 4,610 RSUs will vest on March 4, 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 August 15, 2023 for 10,653 RSUs, and (ii) beginning on August 15, 2021 and ending on February 15, 2024 for 34,173 RSUs. |
| 2. This option represents the right to purchase a total of 28,407 shares of the Issuer's common stock, 7,101 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. |
| 3. This option represents the right to purchase a total of 91,129 shares of the Issuer's common stock, one quarter of which will vest on January 15, 2021 with the remaining three quarters vesting in equal monthly installments over the following three years, subject to the Reporting Person's continued service to the Issuer. |
| 4. This option represents the right to purchase 7,785 shares of the Issuer's common stock, all of which have vested. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Clarke Neumann, Attorney-in-fact for Eric d'Esparbes | 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. | ||