Progyny, Inc. — Director's Dealing 2020

Aug 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2020-08-19

Reporting Person: SEIDENBERG BETH C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-19	Common Stock	J	2797800	$0.00	Disposed	14824096	Indirect
2020-08-19	Common Stock	J	27105	$0.00	Acquired	27105	Direct
2020-08-19	Common Stock	J	1078340	$0.00	Acquired	1078340	Indirect
2020-08-19	Common Stock	J	1008047	$0.00	Disposed	70293	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57692	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII") without consideration to its members (the "Fund Distribution"). Excludes 202,200 shares of Common Stock for which a change in the form of beneficial ownership for individuals and entities associated with Kleiner Perkins Caufield & Byers occurred.

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: Represents a change in the form of ownership as a result of the receipt by the Reporting Person of shares in the Fund Distribution.

F4: Represents a change in the form of ownership as a result of the receipt by XIII Associates of shares in the Fund Distribution.

F5: 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.

F6: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by XIII Associates without consideration to its members.

F7: 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.