Mark S. Livingston - 04 Mar 2024 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Mark S. Livingston
Issuer symbol
PGNY
Transactions as of
04 Mar 2024
Net transactions value
-$774,823
Form type
4
Filing time
03 Apr 2024, 17:16:58 UTC
Previous filing
05 Mar 2024
Next filing
12 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PGNY Common Stock Award $0 +15,000 +40% $0.000000 52,248 04 Mar 2024 Direct F1
transaction PGNY Common Stock Options Exercise $81,477 +20,627 +39% $3.95* 72,875 01 Apr 2024 Direct
transaction PGNY Common Stock Tax liability $436,320 -11,591 -16% $37.64 61,284 01 Apr 2024 Direct F2
transaction PGNY Common Stock Sale $80,050 -2,129 -3.5% $37.60 59,155 01 Apr 2024 Direct F3
transaction PGNY Common Stock Sale $339,929 -9,036 -15% $37.62 50,119 01 Apr 2024 Direct 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) Award $0 +45,000 $0.000000 45,000 04 Mar 2024 Common Stock 45,000 $35.48 Direct F4
transaction PGNY Stock Option (Right to Buy) Options Exercise $0 -20,627 -100% $0.000000* 0 01 Apr 2024 Common Stock 20,627 $3.95 Direct F5
* 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 Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of Issuer common stock. 25% of the RSUs will vest on March 4, 2025 with the remaining RSUs vesting in equal quarterly installments thereafter through March 4, 2028, subject to the Reporting Person's continued service through each applicable vesting date.
F2 Shares withheld for payment of withholding taxes upon the exercise of stock options granted to the Reporting Person.
F3 Shares sold pursuant to a Rule 10b5-1 trading plan entered into on August 7, 2023.
F4 Represents an annual merit grant made pursuant to the Issuer's 2019 Equity Incentive Plan. 25% of the shares subject to the option will vest on March 4, 2025 with the remaining shares subject to the option vesting in equal quarterly installments thereafter through March 4, 2028, subject to the Reporting Person's continued service through each applicable vesting date.
F5 These options are fully vested and exercisable.