SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* dEsparbes Eric (Last) (First) (Middle) C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 (Street) SAN DIEGO CA 92122 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROGENITY, INC. [ PROG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 08/15/2020
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2020		A		36,243(1)	A	$0.00	100,620(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$7.71	08/15/2020		A		73,863		(3)	08/15/2030	Common Stock	73,863	$0.00	73,863	D
Stock Option (Right to Buy)	$9.88	06/15/2019		A		28,406		(4)	06/15/2029	Common Stock	28,406	$0.00	28,406	D

Explanation of Responses:

1. Consists of 36,243 restricted stock units ("RSUs"), one quarter of which will vest on August 15, 2021, with the remaining three quarters vesting in semi-annual installments beginning on February 15, 2022 and ending on August 15, 2024, subject to the Reporting Person's continued service to the Issuer.

2. Consists of 100,620 RSUs.

3. This option represents the right to purchase 73,863 shares of the Issuer's common stock, which will vest in equal monthly installments from August 15, 2020 through July 15, 2024, subject to the Reporting Person's continued service to the Issuer.

4. This option represents the right to purchase 28,406 shares of the Issuer's common stock, 8,285 of which have vested as of June 18, 2020, with the remaining shares vesting in equal monthly installments through June 15, 2023, subject to the Reporting Person's continued service to the Issuer. The Reporting Person's Form 3 filed on June 18, 2020 reported the total number of shares underlying the derivative security as 28,407 due to a rounding error.

Remarks:

	/s/ Will Pridgen, Attorney-in-Fact for Eric d'Esparbes	08/18/2020
	** 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 4 (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).
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