Progyny, Inc. — Director's Dealing 2020

Apr 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2020-04-22

Reporting Person: Payson Norman (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-22	Common Stock	S	1694	$20.83	Disposed	773505	Indirect
2020-04-22	Common Stock	S	960	$21.79	Disposed	772545	Indirect
2020-04-22	Common Stock	S	2113	$22.99	Disposed	770432	Indirect
2020-04-22	Common Stock	S	1483	$23.53	Disposed	768949	Indirect
2020-04-22	Common Stock	S	1694	$20.83	Disposed	773505	Indirect
2020-04-22	Common Stock	S	960	$21.79	Disposed	772545	Indirect
2020-04-22	Common Stock	S	2113	$22.99	Disposed	770432	Indirect
2020-04-22	Common Stock	S	1483	$23.53	Disposed	768949	Indirect
2020-04-22	Common Stock	S	1212	$20.83	Disposed	848788	Indirect
2020-04-22	Common Stock	S	680	$21.79	Disposed	848108	Indirect
2020-04-22	Common Stock	S	1559	$22.98	Disposed	846549	Indirect
2020-04-22	Common Stock	S	1049	$23.53	Disposed	845500	Indirect
2020-04-23	Common Stock	S	1023	$21.58	Disposed	767926	Indirect
2020-04-23	Common Stock	S	4599	$22.79	Disposed	763327	Indirect
2020-04-23	Common Stock	S	628	$23.37	Disposed	762699	Indirect
2020-04-23	Common Stock	S	1023	$21.58	Disposed	767926	Indirect
2020-04-23	Common Stock	S	4599	$22.79	Disposed	763327	Indirect
2020-04-23	Common Stock	S	628	$23.37	Disposed	762699	Indirect
2020-04-23	Common Stock	S	737	$21.58	Disposed	844763	Indirect
2020-04-23	Common Stock	S	3314	$22.79	Disposed	841449	Indirect
2020-04-23	Common Stock	S	449	$23.37	Disposed	841000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	522446	Direct
Common Stock	122493	Indirect

Footnotes

F1: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.31 to $21.29 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (5), (6), (7), (10), (11) and (12) to this Form 4.

F3: On December 12, 2019, with the consent of the Issuer, The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT") transferred 425,000 shares to the The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust"). On December 13, 2019, with the consent of the Issuer, The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT") transferred 425,000 shares to the NMP Trust.

F4: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of the MBP GRAT. The Reporting Person's spouse is a trustee of the MBP GRAT.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.31 to $22.22 inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.34 to $23.33 inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.34 to $23.83 inclusive.

F8: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of the NCP GRAT. The Reporting Person is a trustee of the NCP GRAT.

F9: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of the NMP Trust.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.18 to $22.16 inclusive.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.19 to $23.17 inclusive.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.19 to $23.49 inclusive.

F13: The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shares voting and dispositive power over the securities.