Progyny, Inc. — Director's Dealing 2021

Jun 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2021-06-21

Reporting Person: Livingston Mark S. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-21	Common Stock	M	2814	$23.16	Acquired	19935	Direct
2021-06-21	Common Stock	M	41250	$3.95	Acquired	61185	Direct
2021-06-21	Common Stock	F	1905	$63.15	Disposed	59280	Direct
2021-06-21	Common Stock	F	20404	$63.18	Disposed	38876	Direct
2021-06-21	Common Stock	S	22021	$62.33	Disposed	16855	Direct
2021-06-21	Common Stock	S	1200	$63.61	Disposed	15655	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-21	Employee Stock Option (right to buy)	$23.16	M	2814	Disposed	2030-03-08	Common Stock (2814)	Direct
2021-06-21	Employee Stock Option (right to buy)	$3.95	M	41250	Disposed	2029-06-23	Common Stock (41250)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.00 to $62.99 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 range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.00 to $63.65 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 range set forth in this footnote.

F3: 25% of the shares subject to the Option vest on March 9, 2021, with the remaining shares vesting in equal quarterly installments thereafter through March 9, 2024, subject to the Reporting Person continuing to provide service through each such date.

F4: 25% of the shares subject to the Option vested on May 29, 2020, with the remaining shares vesting in equal monthly installments thereafter through May 29, 2023, subject to the Reporting Person continuing to provide service through each such date.