David J. Schlanger - May 5, 2021 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role: Chief Executive Officer, Director
Signature: /s/ Jennifer Bealer, Attorney-in-Fact
Stock symbol: PGNY
Transactions as of: May 5, 2021
Transactions value $: -$2,614,865
Form type: 4
Date filed: 5/7/2021, 07:36 PM
Next filing: Jun 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PGNY	Common Stock	Options Exercise	$45.5K	+50K		$0.91^*	50K	May 5, 2021	Direct
transaction	PGNY	Common Stock	Sale	-$470K	-8.91K	-17.83%	$52.78	41.1K	May 5, 2021	Direct	F1, F2
transaction	PGNY	Common Stock	Sale	-$2.16M	-40.6K	-98.75%	$53.30	514	May 5, 2021	Direct	F1, F3
transaction	PGNY	Common Stock	Sale	-$27.4K	-514	-100%	$53.30	0	May 5, 2021	Direct	F1, F4
holding	PGNY	Common Stock						220K	May 5, 2021	See footnote	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PGNY	Employee Stock Option (right to buy)	Options Exercise	$0	-50K	-1.57%	$0.00	3.13M	May 5, 2021	Common Stock	50K	$0.91	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 $52.40 to $52.9950 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) and (4).
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.98 inclusive.
F4	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.02 to $54.14 inclusive.
F5	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.
F6	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.