Sec Form 4 Filing - NEUMANN CLARKE @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NEUMANN CLARKE 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) General Counsel and Secretary (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 20,534 ( 1 ) A $ 0 54,688 ( 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 42,114 ( 3 ) 08/15/2030 Common Stock 42,114 $ 0 42,114 D Stock Option (Right to Buy) $ 9.88 02/23/2017 A 19,423 ( 4 ) 02/23/2027 Common Stock 19,423 $ 0 19,423 D Stock Option (Right to Buy) $ 9.88 02/22/2018 A 6,474 ( 5 ) 02/22/2028 Common Stock 6,474 $ 0 6,474 D Stock Option (Right to Buy) $ 9.88 04/15/2019 A 19,422 ( 6 ) 04/15/2029 Common Stock 19,422 $ 0 19,422 D Stock Option (Right to Buy) $ 9.76 03/04/2020 A 34,800 ( 7 ) 03/04/2030 Common Stock 34,800 $ 0 34,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEUMANN CLARKE C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 General Counsel and Secretary Signatures /s/ Will Pridgen, Attorney-in-Fact for Clarke Neumann 08/18/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 20,534 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 54,688 RSUs, 4,921 of which have vested as of June 18, 2020. The Reporting Person's Form 3 filed on June 18, 2020 (the "Form 3") reported a vested amount of 4,720, 1,349 RSUs vesting from February 15, 2021 to February 15, 2022, instead of the correct amount of 1,350 and correct final vesting date of August 15, 2022, and 6,879 RSUs vesting from February 15, 2021 to August 15, 2023, instead of the correct amount of 6,677, in error. ( 3 )This option represents the right to purchase 42,114 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 a total of 19,423 shares of the Issuer's common stock, 15,779 of which have vested as of June 18, 2020, with the remaining shares vesting in equal monthly installments through February 23, 2021, subject to the Reporting Person's continued service to the Issuer. The Form 3 reported a vested amount of 15,781 due to a rounding error. ( 5 )This option represents the right to purchase a total of 6,474 shares of the Issuer's common stock, 3,776 of which have vested as of June 18, 2020, with the remaining shares vesting in equal monthly installments through February 15, 2022, subject to the Reporting Person's continued service to the Issuer. The Form 3 reported a final vesting date of February 22, 2022 in error. ( 6 )This option represents the right to purchase a total of 19,422 shares of the Issuer's common stock, 6,067 of which have vested as of June 18, 2020, with the remaining shares vesting in equal monthly installments through March 15, 2023, subject to the Reporting Person's continued service to the Issuer. The Form 3 reported the total number of shares underlying the derivative security as 19,423, a vested amount of 5,665 and a final vesting date of April 15, 2023 in error. ( 7 )This option represents the right to purchase a total of 34,800 shares of the Issuer's common stock, 2,900 of which have vested as of June 18, 2020, with the remaining shares vesting in equal monthly installments through February 4, 2024, subject to the Reporting Person's continued service to the Issuer. The Form 3 reported a vested amount of 2,175 and a final vesting date of March 15, 2024 in 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.