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 | 40,374(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 | ||||
Stock Option (Right to Buy) | (2) | 01/15/2028 | Common Stock | 36,419 | 9.88 | D | |
Stock Option (Right to Buy) | (3) | 02/22/2028 | Common Stock | 4,046 | 9.88 | D | |
Stock Option (Right to Buy) | (4) | 04/15/2029 | Common Stock | 16,186 | 9.88 | D | |
Stock Option (Right to Buy) | (5) | 04/15/2029 | Common Stock | 12,139 | 9.88 | D | |
Stock Option (Right to Buy) | (6) | 11/15/2029 | Common Stock | 16,186 | 9.88 | D | |
Stock Option (Right to Buy) | (7) | 03/04/2030 | Common Stock | 10,783 | 9.76 | D | |
Stock Option (Right to Buy) | (8) | 03/04/2030 | Common Stock | 19,423 | 9.76 | D |
Explanation of Responses: |
1. Consists of 40,374 restricted stock units ("RSUs"), 4,678 of which have vested. Subject to the Reporting Person's continued service to the Issuer, (i) 6,385 RSUs will vest on March 4, 2021, (ii) 2,427 RSUs will vest on May 15, 2021, and (iii) 6,069 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 February 15, 2022 for 885 RSUs, (ii) beginning on February 15, 2021 and ending on August 15, 2023 for 5,732 RSUs, (iii) beginning on February 15, 2021 and ending on February 15, 2024 for 6,912 RSUs, and (iv) beginning on November 15, 2021 and ending on May 15, 2024 for 7,284 RSUs. |
2. This option represents the right to purchase a total of 36,419 shares of the Issuer's common stock, 22,003 of which have vested, with the remaining shares vesting in equal monthly installments through January 1, 2022, subject to the Reporting Person's continued service to the Issuer. |
3. This option represents the right to purchase a total of 4,046 shares of the Issuer's common stock, 2,360 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2022, subject to the Reporting Person's continued service to the Issuer. |
4. This option represents the right to purchase a total of 16,186 shares of the Issuer's common stock, 4,721 of which have vested, with the remaining shares vesting in equal monthly installments through April 15, 2023, subject to the Reporting Person's continued service to the Issuer. |
5. This option represents the right to purchase a total of 12,139 shares of the Issuer's common stock and will vest in full on April 15, 2023, subject to the Reporting Person's continued service to the Issuer. |
6. This option represents the right to purchase a total of 16,186 shares of the Issuer's common stock, 2,360 of which have vested, with the remaining shares vesting in equal monthly installments through December 15, 2023, subject to the Reporting Person's continued service to the Issuer. |
7. This option represents the right to purchase 10,783 shares of the Issuer's common stock, all of which have vested. |
8. This option represents the right to purchase a total of 19,423 shares of the Issuer's common stock, 1,213 of which have vested, with the remaining shares vesting in equal monthly installments through March 15, 2024, subject to the Reporting Person's continued service to the Issuer. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Clarke Neumann, Attorney-in-fact for Sami Shihabi | 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. |