Sec Form 4 Filing - KLEINER PERKINS CAUFIELD & BYERS XIII, LLC @ Progyny, Inc. - 2020-01-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KLEINER PERKINS CAUFIELD & BYERS XIII, LLC 2. Issuer Name and Ticker or Trading Symbol Progyny, Inc. [ PGNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2750 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2020 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/07/2020 J( 1 ) 1,398,900 D $ 0 9,694,796 D ( 2 ) Common Stock 01/07/2020 J( 3 ) 522,904 A $ 0 545,482 I See footnote ( 4 ) Common Stock 01/07/2020 J( 5 ) 489,038 D $ 0 56,444 I See footnote ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KLEINER PERKINS CAUFIELD & BYERS XIII, LLC 2750 SAND HILL ROAD MENLO PARK, CA94025 X KPCB XIII Associates, LLC 2750 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/ Susan Biglieri, Attorney-in-Fact for Kleiner Perkins Caufield & Byers XIII, LLC 01/11/2021 Signature of Reporting Person Date /s/ Susan Biglieri, Attorney-in-Fact for KPCB XIII Associates, LLC 01/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII") without consideration to its members (the "Fund Distribution"). Excludes 101,100 shares of Common Stock for which a change in the form of beneficial ownership for individuals and entities associated with Kleiner Perkins Caufield & Byers occurred. ( 2 )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 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 700,653 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. ( 3 )Represents a change in the form of ownership as a result of the receipt by XIII Associates of shares in the Fund Distribution. ( 4 )Consists of 545,482 shares of Common Stock of the Issuer held by XIII Associates. ( 5 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by XIII Associates without consideration to its members. ( 6 )Consists of 56,444 shares of Common Stock of the Issuer held by XIII Associates.

Remarks: The distributions reported in this Form 4 were effected pursuant to a Rule 10b5-1 distribution plan adopted by the Reporting Persons on December 13, 2019. The Reporting Persons disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that a Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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