Sec Form 4 Filing - dEsparbes Eric @ PROGENITY, INC. - 2020-08-15

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 dEsparbes Eric 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 (Last) (First) (Middle) C/O PROGENITY, INC., 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2020 (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 08/15/2020 A 36,243 ( 1 ) A $ 0 100,620 ( 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 (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) $ 7.71 08/15/2020 A 73,863 ( 3 ) 08/15/2030 Common Stock 73,863 $ 0 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 28,406 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other dEsparbes Eric C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 Chief Financial Officer Signatures /s/ Will Pridgen, Attorney-in-Fact for Eric d'Esparbes 08/18/2020 Signature of Reporting Person Date

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.

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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