Progyny, Inc. — Director's Dealing 2021

Feb 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Progyny, Inc. (PGNY)
CIK: 0001551306
Period of Report: 2021-02-01

Reporting Person: Schlanger David J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-01	Common Stock	M	50000	$0.91	Acquired	50000	Direct
2021-02-01	Common Stock	S	26319	$47.53	Disposed	23681	Direct
2021-02-01	Common Stock	S	23681	$48.36	Disposed	0	Direct
2021-02-02	Common Stock	M	50000	$0.91	Acquired	50000	Direct
2021-02-02	Common Stock	S	21678	$47.61	Disposed	28322	Direct
2021-02-02	Common Stock	S	27743	$48.63	Disposed	579	Direct
2021-02-02	Common Stock	S	579	$49.23	Disposed	0	Direct
2021-02-03	Common Stock	M	50000	$0.91	Acquired	50000	Direct
2021-02-03	Common Stock	S	40925	$47.66	Disposed	9075	Direct
2021-02-03	Common Stock	S	8575	$48.59	Disposed	500	Direct
2021-02-03	Common Stock	S	500	$49.40	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-01	Employee Stock Option (right to buy)	$0.91	M	50000	Disposed	2027-08-03	Common Stock (50000)	Direct
2021-02-02	Employee Stock Option (right to buy)	$0.91	M	50000	Disposed	2027-08-03	Common Stock (50000)	Direct
2021-02-03	Employee Stock Option (right to buy)	$0.91	M	50000	Disposed	2027-08-03	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200002	Indirect

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.94 to $47.93 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), (3), (4), (5), (6), (7), (8) and (9).

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.94 to $48.80 inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.15 to $48.14 inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.15 to $49.145 inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.15 to $49.25 inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.20 to $48.165 inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.19 to $49.115 inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.23 to $49.45 inclusive.

F10: The reportable securities are held directly by DS2019 LLC (the "DS LLC"), which is owned by David Schlanger 2019 Grantor Retained Annuity Trust (the "DS GRAT"). The Reporting Person is the managing member of the DS LLC, and the Reporting Person's spouse is the trustee of the DS GRAT.

F11: One-fourth (1/4th) of the shares subject to the Option vested on January 16, 2018, 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.