Progyny, Inc. — Director's Dealing 2020

Jul 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2020-07-02

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (10% Owner)
Reporting Person: BONDERMAN DAVID (10% Owner)
Reporting Person: COULTER JAMES G (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-02	Common Stock	S	33480	$26.0871	Disposed	19276638	Indirect
2020-07-02	Common Stock	S	32901	$26.4505	Disposed	19243737	Indirect
2020-07-06	Common Stock	S	43619	$26.6833	Disposed	19200118	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 19,200,118 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.68 to $26.29 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.30 to $26.72, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.005 to $27.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F6: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F7: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.