Sec Form 4 Filing - Stylli Harry @ PROGENITY, INC. - 2020-06-19

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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 X __ 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)
06/19/2020
(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 06/19/2020 P 33,333 ( 1 ) A $ 15 1,038,635 ( 2 ) D
Common Stock 06/23/2020 C 13,213,254 A 14,251,889 ( 2 ) D
Common Stock 06/23/2020 C 202,080 A 14,453,969 ( 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 (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 ( 3 ) 06/23/2020 C 4,120,000 ( 3 ) ( 3 ) Common Stock 13,213,254 $ 0 0 D
Series B Preferred Stock ( 4 ) 06/23/2020 C 1,122,222 ( 4 ) ( 4 ) Common Stock 202,080 $ 0 0 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 X Chairman & CEO
Signatures
/s/ Clarke Neumann, Attorney-in-Fact for Harry Stylli 06/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 19, 2020, the Reporting Person purchased 33,333 shares of the Issuer's common stock at a price of $15.00 per share in the Issuer's initial public offering.
( 2 )Includes 239,074 restricted stock units.
( 3 )The Series A Preferred Stock automatically converted into shares of the Issuer's common stock on a one-for-3.207 basis immediately prior to the closing of the Issuer's initial public offering.
( 4 )The Series B Preferred Stock automatically converted into shares of the Issuer's common stock on a 0.18007-for-one basis immediately prior to the closing of the Issuer's initial public offering. The conversion rate of the Series B Preferred Stock was adjusted pursuant to the Issuer's seventh amended and restated certificate of incorporation because the public offering price per share of common stock in the Issuer's initial public offering was less than $16.68.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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