Sec Form 3 Filing - Gianakopoulos George @ 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 Gianakopoulos George 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) Senior Vice President of Sales (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 23,499 ( 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 Stock Option (Right to Buy) $ 6.49 ( 2 ) 09/22/2024 Common Stock 13,759 D Stock Option (Right to Buy) $ 10.75 ( 3 ) 02/01/2025 Common Stock 4,046 D Stock Option (Right to Buy) $ 12.54 ( 4 ) 02/24/2026 Common Stock 4,855 D Stock Option (Right to Buy) $ 9.88 ( 5 ) 02/23/2027 Common Stock 6,474 D Stock Option (Right to Buy) $ 9.88 ( 6 ) 02/22/2028 Common Stock 5,665 D Stock Option (Right to Buy) $ 9.88 ( 7 ) 04/15/2029 Common Stock 6,474 D Stock Option (Right to Buy) $ 9.88 ( 8 ) 11/15/2029 Common Stock 8,093 D Stock Option (Right to Buy) $ 9.76 ( 9 ) 03/04/2030 Common Stock 2,787 D Stock Option (Right to Buy) $ 9.76 ( 10 ) 03/04/2030 Common Stock 10,521 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gianakopoulos George C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 Senior Vice President of Sales Signatures /s/ Clarke Neumann, Attorney-in-fact for George Gianakopoulos 06/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 17,025 restricted stock units ("RSUs"), 3,186 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 1,650 RSUs will vest on March 4, 2021 and (ii) 1,315 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 1,180 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 2,293 RSUs, (iii) beginning on February 15, 2021 and ending on February 15, 2024 for 3,456 RSUs, and (iv) beginning on November 15, 2021 and ending on May 15, 2024 for 3,945 RSUs. ( 2 )This option represents the right to purchase 13,759 shares of the Issuer's common stock, all of which have vested. ( 3 )This option represents the right to purchase 4,046 shares of the Issuer's common stock, all of which have vested. ( 4 )This option represents the right to purchase 4,855 shares of the Issuer's common stock, all of which have vested. ( 5 )This option represents the right to purchase a total of 6,474 shares of the Issuer's common stock, 5,260 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 5,665 shares of the Issuer's common stock, 3,304 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2022, subject to the Reporting Person's continued service to the Issuer. ( 7 )This option represents the right to purchase a total of 6,474 shares of the Issuer's common stock, 1,888 of which vested, with the remaining shares vesting in equal monthly installments through May 15, 2023, subject to the Reporting Person's continued service to the Issuer. ( 8 )This option represents the right to purchase a total of 8,093 shares of the Issuer's common stock, 1,180 of which have vested, with the remaining shares vesting in equal monthly installments through December 15, 2023, subject to the Reporting Person's continued service to the Issuer. ( 9 )This option represents the right to purchase 2,787 shares of the Issuer's common stock, all of which have vested. ( 10 )This option represents the right to purchase a total of 10,521 shares of the Issuer's common stock, 657 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.

Remarks: Exhibit 24 - Power of Attorney

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).

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