SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/18/2020 | 3. Issuer Name and Ticker or Trading Symbol PROGENITY, INC. [ PROG ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1,005,302(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (2) | (2) | Common Stock | 13,213,254(2) | (2) | D | |
Series B Preferred Stock | (3) | (3) | Common Stock | 181,647(3) | (3) | D | |
Stock Option (Right to Buy) | (4) | 02/05/2030 | Common Stock | 478,148 | 9.76 | D |
Explanation of Responses: |
1. Includes 239,074 restricted stock units ("RSUs"), 19,922 of which have vested. All unvested RSUs will vest in semi-annual installments, subject to the Reporting Person's continued service to the Issuer, beginning on February 15, 2021 and ending on February 15, 2024. |
2. Each share of Series A Preferred Stock is convertible into common stock on a one-for-3.207 basis into the number of shares of common stock shown in column 3 at any time at the holder's election, and will convert automatically immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock has no expiration date. |
3. Each share of Series B Preferred Stock is convertible into common stock on 0.162-for-one basis, into the number of shares of common stock shown in column 3 at any time at the holder's election, and will convert automatically immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock has no expiration date. The conversion rate of the Series B Preferred Stock is subject to adjustment in the event that the public offering price per share of the Issuer's common stock is less than $16.68, pursuant to the Issuer's seventh amended and restated certificate of incorporation. |
4. This option represents a right to purchase a total of 478,148 shares of the Issuer's common stock, one quarter of which will vest on February 5, 2021, with the remaining three quarters vesting in equal monthly installments for the following three years, subject to the Reporting Person's continued service to the Issuer. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Clarke Neumann, Attorney-in-fact for Harry Stylli | 06/18/2020 | |
** Signature of Reporting Person | Date | |
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 5 (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. |