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 FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
05/23/2024
(Street)

NEW YORK, NY 10018
(City)
(State)
(Zip)
4. If Amendment, Date 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

05/23/2024 A 7,206 (1) A $ 0 43,416D 

Common Stock

       5,074,615I

See footnote (2)

Common Stock

       227,906I

See footnote (3)



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 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)

 $27.1505/23/2024 A 26,926   (4) 05/22/2034

Common Stock

26,926 $ 0 26,926D 

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 will vest on May 23, 2025, subject to the Reporting Person's continued service on such date.

2.

These shares are held directly by KPCB XIII and individuals and entities associated with KPCB. 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"). Voting and dispositive control over the shares are shared by individual managing directors of XIII Associates, none of whom have veto power. The Reporting Person disclaims beneficial ownership of all shares held by KPCB XIII except to the extent of the Reporting Person's pecuniary interest therein.

3.

These shares are held by The Seidenberg/Vogel Revocable Trust u/a/d 3/6/03, as amended and restated on 6/16/2020. Paul S. Vogel and Beth C. Seidenberg are the trustees of the trust.

4.

The shares subject to the option will vest on May 23, 2025, subject to the Reporting Person's continued service on such date.



Signatures

/s/ Mark Livingston, Attorney-in-Fact

05/28/2024
** Signature of Reporting PersonDate
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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