Sec Form 3/A Filing - Cooper Matthew T @ PROGENITY, INC. - 2020-06-18

FORM 3/A 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 Cooper Matthew T 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 Scientific Officer (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) 06/18/2020 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 44,178 ( 1 ) ( 10 ) 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) $ 10.75 ( 2 ) 03/30/2025 Common Stock 36,419 D Stock Option (Right to Buy) $ 12.54 ( 3 ) 02/24/2026 Common Stock 9,560 D Stock Option (Right to Buy) $ 9.88 ( 4 )( 10 ) 02/23/2027 Common Stock 24,278 D Stock Option (Right to Buy) $ 9.88 ( 5 )( 10 ) 02/22/2028 Common Stock 8,092 D Stock Option (Right to Buy) $ 9.88 ( 6 )( 10 ) 04/15/2029 Common Stock 17,804 D Stock Option (Right to Buy) $ 9.88 ( 7 )( 10 ) 04/15/2029 Common Stock 22,255 D Stock Option (Right to Buy) $ 9.76 ( 8 )( 10 ) 03/04/2030 Common Stock 32,372 D Stock Option (Right to Buy) $ 9.76 ( 9 ) 03/04/2030 Common Stock 6,614 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cooper Matthew T C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 Chief Scientific Officer Signatures /s/ Regan Lauer, Attorney-in-fact for Matthew T. Cooper 08/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 44,178 restricted stock units ("RSUs"), 5,139 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 3,916 RSUs will vest on March 4, 2021, (ii) 4,046 RSUs will vest on May 15, 2021 and (iii) 11,128 RSUs will vest on April 15, 2023. 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 August 15, 2022 for 1,687 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 6,122 RSUs, and (iii) beginning on November 15, 2021 and ending on May 15, 2024 for 12,140 RSUs. ( 2 )This option represents the right to purchase 36,419 shares of the Issuer's common stock, all of which have vested. ( 3 )This option represents the right to purchase 9,560 shares of the Issuer's common stock, all of which have vested. ( 4 )This option represents the right to purchase a total of 24,278 shares of the Issuer's common stock, 19,725 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. ( 5 )This option represents the right to purchase a total of 8,092 shares of the Issuer's common stock, 4,718 of which have vested, with the remaining shares vesting in equal monthly installments through February 15, 2022, subject to the Reporting Person's continued service to the Issuer. ( 6 )This option represents the right to purchase a total of 17,804 shares of the Issuer's common stock, 5,563 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2023, subject to the Reporting Person's continued service to the Issuer. ( 7 )This option represents the right to purchase a total of 22,255 shares of the Issuer's common stock, all of which will vest on April 15, 2023, subject to the Reporting Person's continued service to the Issuer. ( 8 )This option represents the right to purchase a total of 32,372 shares of the Issuer's common stock, 2,698 of which have vested, with the remaining shares vesting in equal monthly installments through February 4, 2024, subject to the Reporting Person's continued service to the Issuer. ( 9 )This option represents the right to purchase 6,614 shares of the Issuer's common stock, all of which have vested. ( 10 )This amendment is being filed to correct the number of RSUs vested as of June 18, 2020, the number of RSUs vesting on May 15, 2021, the number of RSUs vesting from Feburary 15, 2021 to February 15, 2022, the number of RSUs vesting from February 15, 2021 to August 15, 2023, the number of shares underlying the derivative security and the number of shares vested as of June 18, 2020 for the options reported in rows 3 through 6 of Table II, the number of shares vested as of June 18, 2020 for the option reported in row 7 of Table II, and the final vesting dates for the options reported in rows 4, 5 and 7 of Table II.

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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