Sec Form 3 Filing - Stylli Harry @ PROGENITY, INC. - 2020-06-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stylli Harry 2. Issuer Name and Ticker or Trading Symbol PROGENITY, INC. [ PROG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O PROGENITY, INC., 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2020 (Street) SAN DIEGO, CA92122 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,005,302 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 13,213,254 ( 2 ) D Series B Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 181,647 ( 3 ) D Stock Option (Right to Buy) $ 9.76 ( 4 ) 02/05/2030 Common Stock 478,148 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stylli Harry C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 X Chairman & CEO Signatures /s/ Clarke Neumann, Attorney-in-fact for Harry Stylli 06/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 239,074 restricted stock units ("RSUs"), 19,922 of which have vested. All unvested RSUs will vest in semi-annual installments, subject to the Reporting Person's continued service to the Issuer, beginning on February 15, 2021 and ending on February 15, 2024. ( 2 )Each share of Series A Preferred Stock is convertible into common stock on a one-for-3.207 basis into the number of shares of common stock shown in column 3 at any time at the holder's election, and will convert automatically immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date. ( 3 )Each share of Series B Preferred Stock is convertible into common stock on 0.162-for-one basis, into the number of shares of common stock shown in column 3 at any time at the holder's election, and will convert automatically immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date. The conversion rate of the Series B Preferred Stock is subject to adjustment in the event that the public offering price per share of the Issuer's common stock is less than $16.68, pursuant to the Issuer's seventh amended and restated certificate of incorporation. ( 4 )This option represents a right to purchase a total of 478,148 shares of the Issuer's common stock, one quarter of which will vest on February 5, 2021, with the remaining three quarters vesting in equal monthly installments for the following three years, subject to the Reporting Person's continued service to the Issuer.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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