Form 4 Progyny, Inc. For: Sep 24 Filed by: Bealer Jennifer

September 28, 2021 6:20 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Bealer Jennifer

(Last) (First) (Middle)
C/O PROGYNY, INC.
1359 BROADWAY, 2ND FL

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Progyny, Inc. [ PGNY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/24/2021   M   3,377 A $ 23.16 96,608 D  
Common Stock 09/24/2021   M   1,265 A $ 3.95 97,873 D  
Common Stock 09/24/2021   M   6,875 A $ 3.95 104,748 D  
Common Stock 09/24/2021   S (1)   12,398 D $ 64.035 (2) (3) 92,350 D  
Common Stock 09/24/2021   S (1)   4,302 D $ 64.002 (3) (4) 88,048 D  
Common Stock 09/24/2021   S (1)   1,012 D $ 63.94 87,036 D  
Common Stock 09/24/2021   S (1)   556 D $ 63.972 86,480 D  
Common Stock 09/24/2021   S (1)   3,023 D $ 63.88 83,457 D  
Common Stock 09/24/2021   F   2,365 D $ 64.24 81,092 D  
Common Stock 09/24/2021   F   709 D $ 63.94 80,383 D  
Common Stock 09/24/2021   F   2,852 D $ 64.24 72,531 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 23.16 09/24/2021   M     3,377   (5) 03/08/2030 Common Stock 3,377 $ 0 5,623 D  
Employee Stock Option (right to buy) $ 3.95 09/24/2021   M     1,265   (6) 05/21/2029 Common Stock 1,265 $ 0 11,385 D  
Employee Stock Option (right to buy) $ 3.95 09/24/2021   M     6,875   (7) 05/23/2029 Common Stock 6,875 $ 0 68,751 D  
Explanation of Responses:
1. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on June 28, 2021.
2. 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.
3. 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).
4. 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.
5. 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.
6. 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.
7. 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.
/s/ Jennifer Bealer 09/28/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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