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*
Alter Jeffrey D.

(Last) (First) (Middle)
C/O PROGENITY, INC.
4330 LA JOLLA VILLAGE DRIVE, SUITE 200

(Street)
SAN DIEGO CA 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 18,335(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 01/01/2029 Common Stock 21,305 9.88 D
Stock Option (Right to Buy) (3) 03/04/2030 Common Stock 7,683 9.76 D
Explanation of Responses:
1. Consists of 18,335 restricted stock units ("RSUs"), 2,663 of which have vested. 7,683 RSUs will vest on March 4, 2021, subject to the Reporting Person's continued service to the Issuer. All other unvested RSUs will vest in semi-annual installments, subject to the Reporting Person's continued service to the Issuer, beginning on August 15, 2020 and ending on February 15, 2023.
2. This option represents a right to purchase a total of 21,305 shares of the Issuer's common stock, one quarter of which vested on January 1, 2020, with the remaining three quarters vesting in equal annual installments over the following three years, subject to the Reporting Person's continued service to the Issuer.
3. This option represents a right to purchase a total of 7,683 shares of the Issuer's common stock and will vest in full on March 4, 2021, subject to the Reporting Person's continued service to the Issuer.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Clarke Neumann, Attorney-in-fact for Jeffrey D. Alter 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.