Sec Form 4 Filing - Bealer Jennifer @ Progyny, Inc. - 2020-05-01

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 Bealer Jennifer 2. Issuer Name and Ticker or Trading Symbol Progyny, Inc. [ PGNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel (Last) (First) (Middle) C/O PROGYNY, INC., 1359 BROADWAY, 2ND FL 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2020 (Street) NEW YORK, NY10018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 05/01/2020 M 13,750 A $ 0.91 35,489 D Common Stock 05/01/2020 M 8,222 A $ 3.96 43,711 D Common Stock 05/01/2020 F 3,778 D $ 21.69 39,933 D Common Stock 05/04/2020 A 10,000 ( 1 ) A $ 0 49,933 D

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 Employee Stock Option (right to buy) $ 0.91 05/01/2020 M 13,750 ( 2 ) 11/09/2027 Common Stock 13,750 $ 0 41,251 ( 3 ) D Employee Stock Option (right to buy) $ 3.96 05/01/2020 M 8,222 ( 4 ) 05/21/2029 Common Stock 8,222 $ 0 22,138 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bealer Jennifer C/O PROGYNY, INC. 1359 BROADWAY, 2ND FL NEW YORK, NY10018 EVP, General Counsel Signatures /s/ Jennifer Bealer 05/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). This was an one-time 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. One-fourth (1/4th) of the RSUs vest on October 25, 2020, and the remaining RSUs vest in equal quarterly installments thereafter through October 25, 2023, subject to the Reporting Person continuing to provide service through each such date. ( 2 )One-fourth (1/4th) of the shares subject to the Option vested on October 30, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the Option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date. ( 3 )This number reports the corrected number of shares subject to the Option after the partial exercises of the Option on October 24, 2019, October 30, 2019 and May 1, 2020. ( 4 )One-fourth (1/4th) of the shares subject to the Option vested on March 20, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the Option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

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).

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