Beth C. Seidenberg - 24 Oct 2022 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role: Director
Signature: /s/ Mark Livingston, Attorney-in-Fact
Issuer symbol: PGNY
Transactions as of: 24 Oct 2022
Net transactions value: $0
Form type: 4
Filing time: 26 Oct 2022, 17:40:10 UTC
Previous filing: 27 Jun 2022
Next filing: 09 Feb 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PGNY	Common Stock	Gift	$0	-22,999	-69%	$0.000000	10,094	03 Mar 2022	Direct
transaction	PGNY	Common Stock	Gift	$0	+22,999	+11%	$0.000000	227,906	03 Mar 2022	See footnote	F1
transaction	PGNY	Common Stock	Award	$0	+4,060	+40%	$0.000000	14,154	24 Oct 2022	Direct	F2
holding	PGNY	Common Stock						6,473,515	24 Oct 2022	See footnote	F3
holding	PGNY	Common Stock						227,906	24 Oct 2022	See footnote	F1

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	+16,820		$0.000000	16,820	24 Oct 2022	Common Stock	16,820	$38.22	Direct	F4
transaction	PGNY	Stock Option (Right to Buy)	Award	$0	+1,898		$0.000000	1,898	24 Oct 2022	Common Stock	1,898	$38.22	Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	The shares held by Paul S. Vogel and Beth C. Seidenberg, Trustees of The Seidenberg/Vogel Revocable Trust u/a/d 03/06/03 amended and restated on 06/16/20 (the "Trust"). The Reporting Person is a trustee of the Trust.
F2	Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. The RSUs shall vest on May 23, 2023, subject to the Reporting Person continuing to provide service through such date.
F3	The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee." The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 467,848 shares of Common Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F4	The shares subject to the Option shall vest on May 23, 2023, subject to the Reporting Person continuing to provide service through such date.
F5	This option was issued to the Reporting Person in lieu of annual retainers for board and committee service. The shares underlying the option reflect the payment in full of the Reporting Person's annual retainers of $37,749.66.