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^*

Cooper Matthew T

(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)
	Chief Scientific 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	44,178⁽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⁾	03/30/2025	Common Stock	36,419	$10.75	D
Stock Option (Right to Buy)	⁽³⁾	02/24/2026	Common Stock	9,560	$12.54	D
Stock Option (Right to Buy)	⁽⁴⁾	02/23/2027	Common Stock	24,279	$9.88	D
Stock Option (Right to Buy)	⁽⁵⁾	02/22/2028	Common Stock	8,093	$9.88	D
Stock Option (Right to Buy)	⁽⁶⁾	04/15/2029	Common Stock	17,805	$9.88	D
Stock Option (Right to Buy)	⁽⁷⁾	04/15/2029	Common Stock	22,256	$9.88	D
Stock Option (Right to Buy)	⁽⁸⁾	03/04/2030	Common Stock	32,372	$9.76	D
Stock Option (Right to Buy)	⁽⁹⁾	03/04/2030	Common Stock	6,614	$9.76	D

Explanation of Responses:

1. Consists of 44,178 restricted stock units ("RSUs"), 4,956 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 3,916 RSUs will vest on March 4, 2021, (ii) 4,047 RSUs will vest on May 15, 2021 and (iii) 11,128 RSUs will vest on April 15, 2023. 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 1,686 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 6,305 RSUs, and (iii) beginning on November 15, 2021 and ending on May 15, 2024 for 12,140 RSUs.

2. This option represents the right to purchase 36,419 shares of the Issuer's common stock, all of which have vested.

3. This option represents the right to purchase 9,560 shares of the Issuer's common stock, all of which have vested.

4. This option represents the right to purchase a total of 24,279 shares of the Issuer's common stock, 19,727 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.

5. This option represents the right to purchase a total of 8,093 shares of the Issuer's common stock, 4,721 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2022, subject to the Reporting Person's continued service to the Issuer.

6. This option represents the right to purchase a total of 17,805 shares of the Issuer's common stock, 5,193 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.

7. This option represents the right to purchase a total of 22,256 shares of the Issuer's common stock, all of which will vest on 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 32,372 shares of the Issuer's common stock, 2,023 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 6,614 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 Matthew T. Cooper	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.