Progyny, Inc. — Director's Dealing 2021

Dec 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2021-12-22

Reporting Person: SEIDENBERG BETH C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Common Stock	J	19265	—	Disposed	0	Indirect
2021-12-22	Common Stock	J	15250	—	Acquired	33093	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6473515	Indirect
Common Stock	204907	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by KPCB XIII Associates, LLC ("XIII Associates") without consideration to its members (the "Associates Distribution").

F2: There are no remaining shares of Common Stock of the Issuer held by XIII Associates.

F3: Represents a change in the form of ownership as a result of the receipt by the Reporting Person of shares in the Associates Distribution.

F4: The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee." The managing member of KPCB XIII is 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 467,848 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.

F5: The shares held by Paul S. Vogel and Beth C. Seidenberg, Trustees of The Seidenberg/Vogel Revocable Trust u/a/d 03/06/03 amended and restated on 06/16/20 (the "Trust"). The Reporting Person is a trustee of the Trust.