Progyny, Inc. — Director's Dealing 2020

May 6, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2020-05-01

Reporting Person: Bealer Jennifer (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-01	Common Stock	M	13750	$0.91	Acquired	35489	Direct
2020-05-01	Common Stock	M	8222	$3.96	Acquired	43711	Direct
2020-05-01	Common Stock	F	3778	$21.69	Disposed	39933	Direct
2020-05-04	Common Stock	A	10000	$0.00	Acquired	49933	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Employee Stock Option (right to buy)	$0.91	M	13750	Disposed	2027-11-09	Common Stock (13750)	Direct
2020-05-01	Employee Stock Option (right to buy)	$3.96	M	8222	Disposed	2029-05-21	Common Stock (8222)	Direct

Footnotes

F1: Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an one-time merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. One-fourth (1/4th) of the RSUs vest on October 25, 2020, and the remaining RSUs vest in equal quarterly installments thereafter through October 25, 2023, subject to the Reporting Person continuing to provide service through each such date.

F2: One-fourth (1/4th) of the shares subject to the Option vested on October 30, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the Option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

F3: This number reports the corrected number of shares subject to the Option after the partial exercises of the Option on October 24, 2019, October 30, 2019 and May 1, 2020.

F4: One-fourth (1/4th) of the shares subject to the Option vested on March 20, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the Option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.