Progyny, Inc. — Director's Dealing 2021

Sep 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2021-09-24

Reporting Person: Bealer Jennifer (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Stock	M	3377	$23.16	Acquired	96608	Direct
2021-09-24	Common Stock	M	1265	$3.95	Acquired	97873	Direct
2021-09-24	Common Stock	M	6875	$3.95	Acquired	104748	Direct
2021-09-24	Common Stock	S	12398	$64.035	Disposed	92350	Direct
2021-09-24	Common Stock	S	4302	$64.002	Disposed	88048	Direct
2021-09-24	Common Stock	S	1012	$63.94	Disposed	87036	Direct
2021-09-24	Common Stock	S	556	$63.972	Disposed	86480	Direct
2021-09-24	Common Stock	S	3023	$63.88	Disposed	83457	Direct
2021-09-24	Common Stock	F	2365	$64.24	Disposed	81092	Direct
2021-09-24	Common Stock	F	709	$63.94	Disposed	80383	Direct
2021-09-24	Common Stock	F	2852	$64.24	Disposed	72531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Employee Stock Option (right to buy)	$23.16	M	3377	Disposed	2030-03-08	Common Stock (3377)	Direct
2021-09-24	Employee Stock Option (right to buy)	$3.95	M	1265	Disposed	2029-05-21	Common Stock (1265)	Direct
2021-09-24	Employee Stock Option (right to buy)	$3.95	M	6875	Disposed	2029-05-23	Common Stock (6875)	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 $64.00 to $64.08 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) and (4).

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.00 to $64.11 inclusive.

F5: Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. One-fourth (1/4th) of the shares subject to the Option vest on March 9, 2021, and the remaining shares subject to the Option vest in equal quarterly installments thereafter through March 9, 2024, subject to the Reporting Person continuing to provide service through each such date.

F6: 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.

F7: One-fourth (1/4th) of the shares subject to the Option vested on May 23, 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.