Progyny, Inc. — Director's Dealing 2021

Nov 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2021-11-05

Reporting Person: Bealer Jennifer (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-05	Common Stock	S	5041	$64.657	Disposed	66590	Direct
2021-11-05	Common Stock	S	1700	$65.104	Disposed	64890	Direct
2021-11-05	Common Stock	S	2157	$66.277	Disposed	62733	Direct
2021-11-05	Common Stock	S	981	$67.094	Disposed	61752	Direct
2021-11-05	Common Stock	S	211	$68.058	Disposed	61541	Direct
2021-11-08	Common Stock	A	30000	—	Acquired	91541	Direct
2021-11-08	Common Stock	S	3463	$64.605	Disposed	88078	Direct
2021-11-08	Common Stock	S	11499	$65.660	Disposed	76579	Direct
2021-11-08	Common Stock	S	6963	$66.554	Disposed	69616	Direct
2021-11-08	Common Stock	S	200	$67.165	Disposed	69416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-08	Employee Stock Option (Right to Buy)	$66.66	A	115000	Acquired	2031-11-07	Common Stock (115000)	Direct

Footnotes

F1: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on June 28, 2021.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.51 to $65.47, inclusive.

F3: 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 range set forth in footnotes (2), (4), (5), (6), (8), (9), (10) and (11).

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.59 to $66.55, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.60 to $67.51, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.79 to $68.32, inclusive.

F7: Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. One-fourth (1/4th) of the RSUs will vest on November 8, 2022 and the remainder of the shares will vest in equal quarterly installments thereafter through November 8, 2025, subject to the Reporting Person continuing to provide service through each such date.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.11 to $65.04, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.13 to $66.12, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.15 to $67.12, inclusive.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.16 to $67.17, inclusive.

F12: One-fourth (1/4th) of the shares subject to the option will vest November 8, 2022 and the remainder of the shares will vest in equal quarterly installments thereafter through November 8, 2025, subject to the Reporting Person continuing to provide service through each such date.