Mark S. Livingston - Dec 1, 2023 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Mark S. Livingston
Stock symbol
PGNY
Transactions as of
Dec 1, 2023
Transactions value $
-$1,642,697
Form type
4
Date filed
12/5/2023, 07:44 PM
Previous filing
Nov 29, 2023
Next filing
Dec 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PGNY Common Stock Options Exercise $174K +44K +75.37% $3.95* 102K Dec 1, 2023 Direct
transaction PGNY Common Stock Tax liability -$866K -24.9K -24.33% $34.75 77.5K Dec 1, 2023 Direct F1
transaction PGNY Common Stock Tax liability -$82.3K -2.39K -3.09% $34.36 75.1K Dec 1, 2023 Direct F1
transaction PGNY Common Stock Sale -$869K -25.1K -33.42% $34.62 50K Dec 1, 2023 Direct F2, F3

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 Stock Option (Right to Buy) Options Exercise $0 -44K -33.68% $0.00 86.6K Dec 1, 2023 Common Stock 44K $3.95 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Shares withheld for payment of withholding taxes upon the vesting of restricted stock units granted to the Reporting Person.
F2 Shares sold pursuant to a Rule 10b5-1 trading plan entered into on August 7, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.53 to $34.78, 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.
F4 25% of the shares subject to the Option vested on June 4, 2020, with the remaining shares vesting in equal monthly installments thereafter through June 4, 2023, subject to the Reporting Person continuing to provide service through each such date.