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* Hashemi Hutan (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) 03/04/2021	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 Compliance 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	11,173(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)	03/04/2030	Common Stock	1,618	9.76	D
Stock Option (Right to Buy)	(3)	03/04/2030	Common Stock	496	9.76	D
Stock Option (Right to Buy)	(4)	01/09/2030	Common Stock	7,283	9.88	D
Stock Option (Right to Buy)	(5)	11/15/2030	Common Stock	18,661	4.47	D

Explanation of Responses:

1. Includes 1,036 shares of common stock and 10,137 restricted stock units ("RSUs"). Subject to the Reporting Person's continued service to the Issuer, (i) 202 RSUs will vest on May 15, 2021, and (ii) 1,763 RSUs will vest on November 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 August 15, 2021 and ending on August 15, 2023 for 2,276 RSUs, (ii) beginning on November 15, 2021 and ending on May 15, 2024 for 607 RSUs, and (iii) beginning on May 15, 2022 and ending on November 15, 2024 for 5,289 RSUs.

2. This option represents a right to purchase a total of 1,618 shares of the Issuer's common stock, 483 of which have vested, with the remaining shares vesting in equal monthly installments through February 4, 2024, subject to the Reporting Person's continued service to the Issuer.

3. This option represents a right to purchase a total of 496 shares of the Issuer's common stock, all of which have vested.

4. This option represents a right to purchase a total of 7,283 shares of the Issuer's common stock, 3,028 of which have vested, with the remaining shares vesting in equal monthly installments through June 15, 2023, subject to the Reporting Person's continued service to the Issuer.

5. This option represents a right to purchase a total of 18,661 shares of the Issuer's common stock, 1,554 of which have vested, with the remaining shares vesting in equal monthly installments through October 15, 2024, subject to the Reporting Person's continued service to the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Will Pridgen, Attorney-in-fact for Hutan Hashemi	03/15/2021
	** 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).
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                               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 24th day of February, 2021.

                                                        /s/ Hutan Hashemi
                                                        Hutan Hashemi