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*
NEUMANN CLARKE

(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)
General Counsel and Secretary
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 34,154(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) 09/10/2024 Common Stock 25,898 6.49 D
Stock Option (Right to Buy) (3) 02/01/2025 Common Stock 9,711 10.75 D
Stock Option (Right to Buy) (4) 02/24/2026 Common Stock 9,711 12.54 D
Stock Option (Right to Buy) (5) 02/23/2027 Common Stock 19,423 9.88 D
Stock Option (Right to Buy) (6) 02/22/2028 Common Stock 6,474 9.88 D
Stock Option (Right to Buy) (7) 04/15/2029 Common Stock 19,423 9.88 D
Stock Option (Right to Buy) (8) 03/04/2030 Common Stock 34,800 9.76 D
Stock Option (Right to Buy) (9) 03/04/2030 Common Stock 6,428 9.76 D
Explanation of Responses:
1. Consists of 34,154 restricted stock units ("RSUs"), 4,720 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 3,806 RSUs will vest on March 4, 2021, and (ii) 4,350 RSUs will vest on May 15, 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 February 15, 2022 for 1,349 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 6,879 RSUs and (iii) beginning on November 15, 2021 and ending on May 15, 2024 for 13,050 RSUs.
2. This option represents the right to purchase 25,898 shares of the Issuer's common stock, all of which have vested.
3. This option represents the right to purchase 9,711 shares of the Issuer's common stock, all of which have vested.
4. This option represents the right to purchase 9,711 shares of the Issuer's common stock, all of which have vested.
5. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 15,781 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.
6. This option represents the right to purchase a total of 6,474 shares of the Issuer's common stock, 3,776 of which have vested, with the remaining shares vesting in equal monthly installments through February 22, 2022, subject to the Reporting Person's continued service to the Issuer.
7. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 5,665 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.
8. This option represents the right to purchase a total of 34,800 shares of the Issuer's common stock, 2,175 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 6,428 shares of the Issuer's common stock, all of which have vested.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Eric d'Esparbes, Attorney-in-fact for Clarke Neumann 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 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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