Sec Form 3 Filing - Hashemi Hutan @ PROGENITY, INC. - 2021-03-04

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 Hashemi Hutan 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 Compliance Officer (Last) (First) (Middle) C/O PROGENITY, INC., 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2021 (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 11,173 ( 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) $ 9.76 ( 2 ) 03/04/2030 Common Stock 1,618 D Stock Option (Right to Buy) $ 9.76 ( 3 ) 03/04/2030 Common Stock 496 D Stock Option (Right to Buy) $ 9.88 ( 4 ) 01/09/2030 Common Stock 7,283 D Stock Option (Right to Buy) $ 4.47 ( 5 ) 11/15/2030 Common Stock 18,661 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hashemi Hutan C/O PROGENITY, INC. 4330 LA JOLLA VILLAGE DRIVE, SUITE 200 SAN DIEGO, CA92122 Chief Compliance Officer Signatures /s/ Will Pridgen, Attorney-in-fact for Hutan Hashemi 03/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,036 shares of common stock and 10,137 restricted stock units ("RSUs"). Subject to the Reporting Person's continued service to the Issuer, (i) 202 RSUs will vest on May 15, 2021, and (ii) 1,763 RSUs will vest on November 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 August 15, 2021 and ending on August 15, 2023 for 2,276 RSUs, (ii) beginning on November 15, 2021 and ending on May 15, 2024 for 607 RSUs, and (iii) beginning on May 15, 2022 and ending on November 15, 2024 for 5,289 RSUs. ( 2 )This option represents a right to purchase a total of 1,618 shares of the Issuer's common stock, 483 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. ( 3 )This option represents a right to purchase a total of 496 shares of the Issuer's common stock, all of which have vested. ( 4 )This option represents a right to purchase a total of 7,283 shares of the Issuer's common stock, 3,028 of which have vested, with the remaining shares vesting in equal monthly installments through June 15, 2023, subject to the Reporting Person's continued service to the Issuer. ( 5 )This option represents a right to purchase a total of 18,661 shares of the Issuer's common stock, 1,554 of which have vested, with the remaining shares vesting in equal monthly installments through October 15, 2024, subject to the Reporting Person's continued service to the Issuer.

Remarks: Exhibit 24 - Power of Attorney

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

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