Progyny, Inc. — Major Shareholding Notification 2021

Feb 16, 2021

SC 13G/A 1 tm216107d1_sc13ga.htm SC 13G/A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Progyny, Inc.

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(Name of Issuer)

Common Stock, par value $0.0001 per share

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(Tit le of Class of Securities)

74340E103

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(CUSIP Number)

December 31, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

SEC 1745 (3-06)

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CUSIP No. 74340E103

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Merck Ventures B.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions)
		(a) ¨
		(b) x
3	SEC USE ONLY
4	CITIZENship or place of organization
	The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	sole voting power
		45,000
	6	shared voting power
		0
	7	sole dispositive power
		45,000
	8	shared dispositive power
		0
9	aggregate amount beneficially owned by each reporting person
	45,000
10	check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) ¨
11	percent of class represented by amount in row (9)
	0.1%
12	type of reporting person ( See Instructions)
	FI

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CUSIP No. 74340E103

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Merck B.V.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions)
		(a) ¨
		(b) x
3	SEC USE ONLY
4	CITIZENship or place of organization
	The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	sole voting power
		45,000
	6	shared voting power
		0
	7	sole dispositive power
		45,000
	8	shared dispositive power
		0
9	aggregate amount beneficially owned by each reporting person
	45,000
10	check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) ¨
11	percent of class represented by amount in row (9)
	0.1%
12	type of reporting person ( See Instructions)
	FI

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CUSIP No. 74340E103

1	Name of Reporting PersonS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
	Merck KGaA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ( See Instructions)
		(a) ¨
		(b) x
3	SEC USE ONLY
4	CITIZENship or place of organization
	Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	sole voting power
		45,000
	6	shared voting power
		0
	7	sole dispositive power
		45,000
	8	shared dispositive power
		0
9	aggregate amount beneficially owned by each reporting person
	45,000
10	check box if the aggregate amount in row (9) excludes certain shares ( See Instructions) ¨
11	percent of class represented by amount in row (9)
	0.1%
12	type of reporting person ( See Instructions)
	FI

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CUSIP No. 74340E103

EXPLANATORY NOTE

This Amendment No. 2 amends and supersedes Schedule 13G Amendment No. 1, filed February 4, 2021, to correct an error in the number of securities, and the percentage of the outstanding shares of common stock, par value $0.0001 per share, of Progyny, Inc. beneficially owned by the Reporting Persons (as defined below) as of December 31, 2020.

ITEM 1. (a)

Progyny, Inc.

(b) Address of Issuer’s Principal Executive Offices

245 5th Avenue

New York, New York 10016

ITEM 2. (a)

This statement is filed by the following entities (collectively, referred to as the “ Reporting Persons ”):

·	Merck Ventures B.V.
·	Merck B.V.
·	Merck KGaA

Merck Ventures B.V. is a wholly owned subsidiary of Merck B.V. Merck B.V. may be deemed to have sole voting and dispositive power with respect to the shares held by Merck Ventures B.V.

Merck Ventures B.V. is a wholly owned indirect subsidiary of Merck KGaA, a publicly traded company. Merck KGaA may be deemed to have sole voting and dispositive power with respect to the shares held by Merck Ventures B.V.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office for Merck Ventures B.V. is:

Gustav Mahlerplein 102, Toyo Ito Building, 20th Floor

1082 MA Amsterdam, The Netherlands

The address of the principal business office for Merck B.V. is:

Tupolevlaan 41-61, Schiphol-Rijk

1119 NW, Netherlands

The address of the principal business office for Merck KGaA is:

Frankfurter Straße 250

64293 Darmstadt, Germany

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CUSIP No. 74340E103

(c) Citizenship

Merck Ventures B.V. is a private limited company located in the Netherlands.

Merck B.V. is a private limited company located in the Netherlands.

Merck KGaA is a German public company (Frankfurt Stock Exchange, DAX 30).

(d) Title of Class of Securities

Common Stock, par value $0.0001 per share

(e) CUSIP Number

74340E103

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

ITEM 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of class:

See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following x .

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CUSIP No. 74340E103

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

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CUSIP No. 74340E103

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 16, 2021

Merck Ventures B.V.
By:	/s/ Jasper Bos
Name:	Jasper Bos
Title:	Managing Director
By:	/s/ Hakan Goker
Name:	Hakan Goker
Title:	Executive Investment Director
Merck B.V.
By:	/s/ Spasena Ivanova Yotova
Name:	Spasena Ivanova Yotova
Title:	Managing Director
By:	/s/ Saraswati Khan
Name:	Saraswati Khan
Title:	Managing Director
Merck KGaA
By:	/s/ Rando Bruns
Name:	Rando Bruns
Title:	Head of Treasury
By:	/s/ Dr. Marco Rau, LL.M.
Name:	Dr. Marco Rau, LL.M.
Title:	Head of Legal Team Strategy and Transformation

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