Progyny, Inc. — Director's Dealing 2020

Oct 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2020-10-24

Reporting Person: SEIDENBERG BETH C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-24	Common Stock	A	7000	$0.00	Acquired	34105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-24	Stock Option (right to buy)	$27.95	A	29000	Acquired	2030-10-23	Common Stock (29000)	Direct
2020-10-24	Stock Option (right to buy)	$27.95	A	2325	Acquired	2030-10-23	Common Stock (2325)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14824096	Indirect
Common Stock	70293	Indirect
Common Stock	57692	Indirect

Footnotes

F1: Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs shall vest on October 24, 2021, subject to the Reporting Person continuing to provide service through such date.

F2: The shares are directly held by KPCB XIII. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 1,071,353 shares of Common Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F3: Consists of shares of Common Stock of the Issuer held by XIII Associates. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

F4: The shares are directly held by The Seidenberg/Vogel Rev Trust 3/6/03 Paul Voge (the "Trust"). The Reporting Person is a trustee of the Trust.

F5: The shares subject to the Option shall vest on October 24, 2021, subject to the Reporting Person continuing to provide service through such date.

F6: This option was issued to the Reporting Person in lieu of annual retainers for service as a member and chair of the board of directors of the Issuer. The shares underlying the option reflect the payment in full of the Reporting Person's annual retainers of $65,000.