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Filing Details

Accession Number:: 0001209191-19-054576
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-10-30 21:11:03
Reporting Period:: 2019-10-29

Accepted Time:: 2019-10-30 21:11:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1551306	Progyny Inc.	PGNY	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1184592	C Beth Seidenberg	C/O Progyny, Inc. 245 5Th Avenue New York NY 10016		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2019-10-29	6,149,084	$0.00	6,868,112	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2019-10-29	10,753,784	$0.00	17,621,896	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2019-10-29	76,923	$13.00	76,923	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2019-10-29	6,149,084	$0.00	6,149,084	$0.00
Common Stock	Series B Preferred Stock	Disposition	2019-10-29	10,753,784	$0.00	10,753,784	$0.00
Series B Preferred Stock	Series B Warrant (right to buy)	Disposition	2019-10-29	242,248	$0.00	242,248	$1.73
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2019-10-29	242,248	$0.00	242,248	$1.73
Series B Preferred Stock	Series B Warrant (right to buy)	Disposition	2019-10-29	284,998	$0.00	284,998	$1.73
Common Stock	Common Stock Warrants (right to buy)	Acquisiton	2019-10-29	284,998	$0.00	284,998	$1.73

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			No	4	C	Indirect
0	2013-09-06	2023-09-06	No	4	C	Indirect
242,248	2013-09-06	2023-09-06	No	4	C	Indirect
0	2014-12-19	2024-12-18	No	4	C	Indirect
284,998	2014-12-19	2024-12-18	No	4	C	Indirect

Footnotes

Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of Issuer's common stock, without payment of additional consideration, on a one-for-one basis, immediately upon the closing of the Issuer's initial public offering on October 29, 2019.
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 KPCB XIII Associates, LLC ("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 496,366 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.
The shares are directly held by 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 1,273,553 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.
The shares are directly held by The Seidenberg/Vogel Rev Trustua 3/6/03 Paul Voge (the "Trust"). The Reporting Person is a trustee of the Trust.
The shares are directly held by 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 444,401 shares of Series A Preferred 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.
The shares are directly held by 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 777,187 shares of Series B Preferred 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.
The Issuer's Preferred Stock warrants automatically converted into warrants to purchase Common Stock immediately prior to the closing of the Issuer's initial public offering without payment or further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants.
The warrant is directly held by KPCB XIII. The warrant is 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 warrant is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 17,508 shares of Series B Preferred Stock underlying the warrant 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 warrant. 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.
The warrant is directly held by KPCB XIII. The warrant is 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 warrant is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 20,597 shares of Series B Preferred Stock underlying the warrant 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 warrant. any other purpose. 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.