Progyny, Inc. — Director's Dealing 2019

Oct 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2019-10-29

Reporting Person: GLAXOSMITHKLINE PLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-10-29	Common Stock	C	9821190	—	Acquired	10238244	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-29	Series B Preferred Stock	$	C	9821190	Disposed		Common Stock (9821190)	Indirect

Footnotes

F1: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), on October 29, 2019, the shares of Series B Preferred Stock automatically converted into 9,821,190 shares of Common Stock upon the closing of the Issuer's initial public offering. Pursuant to the Certificate of Incorporation, the Series B Preferred Stock had been convertible, at the election of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series B Preferred Stock.

F2: The shares reported herein are held of record by S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc (the "Reporting Person").