Schlanger David J Form 4 Progyny / David J Schlanger ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Schlanger David J

(Last) (First) (Middle)

C/O PROGYNY, INC.

1359 BROADWAY, 2ND FL

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	02/28/2022		M		139,776	A	$0.91	223,776	D
Common Stock	02/28/2022		S(1)		139,776	D	$39.13(2)(3)	84,000	D
Common Stock	03/01/2022		M		50,000	A	$0.91	134,000	D
Common Stock	03/01/2022		S(1)		1,600	D	$39.32(3)(4)	132,400	D
Common Stock	03/01/2022		S(1)		1,100	D	$40.64(3)(5)	131,300	D
Common Stock	03/01/2022		S(1)		4,600	D	$41.77(3)(6)	126,700	D
Common Stock	03/01/2022		S(1)		25,748	D	$42.45(3)(7)	100,952	D
Common Stock	03/01/2022		S(1)		16,952	D	$43.16(3)(8)	84,000	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	02/28/2022		M			139,776	(9)	08/03/2027	Common Stock	139,776	$0	2,033,680	D
Employee Stock Option (Right to Buy)	$0.91	03/01/2022		M			50,000	(9)	08/03/2027	Common Stock	50,000	$0	1,983,680	D

Explanation of Responses:

1. Shares sold pursuant to a Rule 10b5-1 trading plan entered into on December 10, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.99 to $39.55, inclusive.

3. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (4), (5), (6), (7) and (8).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.96 to $39.99, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.01 to $40.99, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.11 to $41.99, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.99, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.01 to $43.59, inclusive.

9. One-fourth (1/4th) of the shares subject to the option vested on January 16, 2018, and the one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest on each month thereafter, subject to the Reporting Person continuing to provide service through such date.

	/s/ Jennifer Bealer, Attorney-in-Fact	03/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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