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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O PROGENITY, INC. |
| 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
06/18/2020
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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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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| General Counsel and Secretary |
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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)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
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| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
34,154
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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)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
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09/10/2024 |
Common Stock |
25,898 |
6.49 |
D |
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| Stock Option (Right to Buy) |
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02/01/2025 |
Common Stock |
9,711 |
10.75 |
D |
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| Stock Option (Right to Buy) |
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02/24/2026 |
Common Stock |
9,711 |
12.54 |
D |
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| Stock Option (Right to Buy) |
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02/23/2027 |
Common Stock |
19,423 |
9.88 |
D |
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| Stock Option (Right to Buy) |
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02/22/2028 |
Common Stock |
6,474 |
9.88 |
D |
|
| Stock Option (Right to Buy) |
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04/15/2029 |
Common Stock |
19,423 |
9.88 |
D |
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| Stock Option (Right to Buy) |
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03/04/2030 |
Common Stock |
34,800 |
9.76 |
D |
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| Stock Option (Right to Buy) |
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03/04/2030 |
Common Stock |
6,428 |
9.76 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Eric d'Esparbes, Attorney-in-fact for Clarke Neumann |
06/18/2020 |
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** 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 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 15th day of June, 2020.
/s/ Clarke Neumann
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