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*
Shihabi Sami

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial 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 40,374(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) 01/15/2028 Common Stock 36,419 9.88 D
Stock Option (Right to Buy) (3) 02/22/2028 Common Stock 4,046 9.88 D
Stock Option (Right to Buy) (4) 04/15/2029 Common Stock 16,186 9.88 D
Stock Option (Right to Buy) (5) 04/15/2029 Common Stock 12,139 9.88 D
Stock Option (Right to Buy) (6) 11/15/2029 Common Stock 16,186 9.88 D
Stock Option (Right to Buy) (7) 03/04/2030 Common Stock 10,783 9.76 D
Stock Option (Right to Buy) (8) 03/04/2030 Common Stock 19,423 9.76 D
Explanation of Responses:
1. Consists of 40,374 restricted stock units ("RSUs"), 4,678 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 6,385 RSUs will vest on March 4, 2021, (ii) 2,427 RSUs will vest on May 15, 2021, and (iii) 6,069 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 885 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 5,732 RSUs, (iii) beginning on February 15, 2021 and ending on February 15, 2024 for 6,912 RSUs, and (iv) beginning on November 15, 2021 and ending on May 15, 2024 for 7,284 RSUs.
2. This option represents the right to purchase a total of 36,419 shares of the Issuer's common stock, 22,003 of which have vested, with the remaining shares vesting in equal monthly installments through January 1, 2022, subject to the Reporting Person's continued service to the Issuer.
3. This option represents the right to purchase a total of 4,046 shares of the Issuer's common stock, 2,360 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.
4. This option represents the right to purchase a total of 16,186 shares of the Issuer's common stock, 4,721 of which have 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.
5. This option represents the right to purchase a total of 12,139 shares of the Issuer's common stock and will vest in full on April 15, 2023, subject to the Reporting Person's continued service to the Issuer.
6. This option represents the right to purchase a total of 16,186 shares of the Issuer's common stock, 2,360 of which have vested, with the remaining shares vesting in equal monthly installments through December 15, 2023, subject to the Reporting Person's continued service to the Issuer.
7. This option represents the right to purchase 10,783 shares of the Issuer's common stock, all of which have vested.
8. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 1,213 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.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Clarke Neumann, Attorney-in-fact for Sami Shihabi 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.
                                 POWER OF ATTORNEY

    Know all by these presents that the undersigned hereby constitutes and
appoints each of Eric d'Esparbes, Regan Lauer, Clarke Neumann and Will Pridgen,
and any of their substitutes, signing singly, as the undersigned's true and
lawful attorney-in-fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form
    ID, including amendments thereto, and any other document necessary or
    appropriate to obtain codes, passwords, and passphrases enabling the
    undersigned to make electronic filings with the SEC of reports require by
    the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

2.  execute for and on behalf of the undersigned, in the undersigned's capacity
    as a director and/or officer of Progenity, Inc. (the "Company"), Forms 3, 4,
    and 5 in accordance with Section 16(a) of the Securities Exchange Act of
    1934 and the rules thereunder;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4, or
    5, complete and execute any amendment or amendments thereto, and timely file
    such form with the SEC and any securities exchange or similar authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in-fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned also ratifies hereby any action previously taken by
each attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.  The undersigned
acknowledges that each attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June, 2020.


                                                    /s/ Sami Shihabi
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