Sec Form 4 Filing - SEIDENBERG BETH C @ Progyny, Inc. - 2020-10-24

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 SEIDENBERG BETH C 2. Issuer Name and Ticker or Trading Symbol Progyny, Inc. [ PGNY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PROGYNY, INC., 1359 BROADWAY, 2ND FL 3. Date of Earliest Transaction (MM/DD/YY) 10/24/2020 (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 10/24/2020 A 7,000 ( 1 ) A $ 0 34,105 D Common Stock 14,824,096 I See footnote ( 2 ) Common Stock 70,293 I See footnote ( 3 ) Common Stock 57,692 I See footnote ( 4 )

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 Stock Option (right to buy) $ 27.95 10/24/2020 A 29,000 ( 5 ) 10/23/2030 Common Stock 29,000 $ 0 29,000 D Stock Option (right to buy) $ 27.95 10/24/2020 A 2,325 ( 5 ) 10/23/2030 Common Stock 2,325 $ 27.95 ( 6 ) 2,325 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEIDENBERG BETH C C/O PROGYNY, INC. 1359 BROADWAY, 2ND FL NEW YORK, NY10018 X Signatures /s/ Jennifer Bealer, Attorney-in-Fact 10/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 October 24, 2021, subject to the Reporting Person continuing to provide service through such date. ( 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 1,071,353 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. ( 3 )Consists of shares of Common Stock of the Issuer held by XIII Associates. 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. ( 4 )The shares are directly held by The Seidenberg/Vogel Rev Trust 3/6/03 Paul Voge (the "Trust"). The Reporting Person is a trustee of the Trust. ( 5 )The shares subject to the Option shall vest on October 24, 2021, subject to the Reporting Person continuing to provide service through such date. ( 6 )This option was issued to the Reporting Person in lieu of annual retainers for service as a member and chair of the board of directors of the Issuer. The shares underlying the option reflect the payment in full of the Reporting Person's annual retainers of $65,000.

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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