Beth C. Seidenberg - 24 May 2023 Form 4 Insider Report for Progyny, Inc. (PGNY)

Role: Director
Signature: /s/ Mark Livingston, Attorney-in-Fact
Issuer symbol: PGNY
Transactions as of: 24 May 2023
Net transactions value: +$64,992
Form type: 4
Filing time: 01 Jun 2023, 16:20:37 UTC
Previous filing: 12 May 2023
Next filing: 02 Jun 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	Award	$0	+5,116	+36%	$0.000000	19,270	24 May 2023	Direct	F1
holding	PGNY	Common Stock						6,473,515	24 May 2023	See footnote	F2
holding	PGNY	Common Stock						227,906	24 May 2023	See footnote	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	+19,709		$0.000000	19,709	24 May 2023	Common Stock	19,709	$38.24	Direct	F4
transaction	PGNY	Stock Option (Right to Buy)	Award	$64,992	+3,261		$19.93	3,261	24 May 2023	Common Stock	3,261	$38.24	Direct	F4, F5

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

Explanation of Responses:

Id	Content
F1	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 24, 2024, subject to the Reporting Person continuing to provide service through such date.
F2	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.
F3	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.
F4	The shares subject to the Option shall vest on May 24, 2024, 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 payment of the Reporting Person's annual retainer of $64,984.