PGNY

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 13

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 558,397

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.21 to $31.20 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-048150 · doc4.xml · derivative · entry 4

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,608

Underlying: Common Stock · 632 shares

Expires 2029-05-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: 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.

SEC source: 0001209191-20-048150 · doc4.xml · nonDerivative · entry 3

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,856

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on June 15, 2020.

SEC source: 0001209191-20-048150 · doc4.xml · nonDerivative · entry 2

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,137

SEC source: 0001209191-20-048150 · doc4.xml · nonDerivative · entry 1

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,488

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001387131-20-007823 · pgny-form4_082020.xml · nonDerivative · entry 2

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 18,016,618

F2 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.59 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 17,969,112 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F7 · ownership.nature: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-20-007823 · pgny-form4_082020.xml · nonDerivative · entry 1

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 18,041,870

F2 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.30 to $30.99 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 17,969,112 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F7 · ownership.nature: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001209191-20-048984 · doc4.xml · nonDerivative · entry 2

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 500,000

F1 · kind: On August 20, 2020, the Reporting Person gifted 500,000 shares of common stock to PECO ANEVSKI 2020 SD LLC (the "LLC")

F2 · ownership.nature: The reportable securities are held directly by the LLC.

SEC source: 0001209191-20-048984 · doc4.xml · nonDerivative · entry 1

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 918,146

F1 · kind: On August 20, 2020, the Reporting Person gifted 500,000 shares of common stock to PECO ANEVSKI 2020 SD LLC (the "LLC")

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 12

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 692,000

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.465 to $32.78 inclusive.

F8 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 11

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 693,394

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.47 to $32.455 inclusive.

F8 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 10

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 695,982

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.37 to $31.34 inclusive.

F8 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 9

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 696,254

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.33 to $30.235 inclusive. 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), (9) and (10) herein.

F8 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 8

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 561,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.465 to $32.78 inclusive.

F7 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 7

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 563,458

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.47 to $32.455 inclusive.

F7 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 6

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 566,908

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.37 to $31.34 inclusive.

F7 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 5

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,272

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.33 to $30.235 inclusive. 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), (9) and (10) herein.

F7 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 4

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 561,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.465 to $32.78 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 3

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 563,458

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.47 to $32.455 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 2

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 566,908

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.37 to $31.34 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-047973 · doc4.xml · nonDerivative · entry 1

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,272

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.33 to $30.235 inclusive. 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), (9) and (10) herein.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001104659-20-097707 · tm2029224d1_4.xml · nonDerivative · entry 3

KLEINER PERKINS CAUFIELD & BYERS XIII, LLC · CIK 0001435899 · 10% owner

KPCB XIII Associates, LLC · CIK 0001500595 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 70,293

F5 · kind: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by XIII Associates without consideration to its members.

F6 · ownership.nature: Consists of 70,293 shares of Common Stock of the Issuer held by XIII Associates.

SEC source: 0001104659-20-097707 · tm2029224d1_4.xml · nonDerivative · entry 2

KLEINER PERKINS CAUFIELD & BYERS XIII, LLC · CIK 0001435899 · 10% owner

KPCB XIII Associates, LLC · CIK 0001500595 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,078,340

F3 · kind: Represents a change in the form of ownership as a result of the receipt by XIII Associates of shares in the Fund Distribution.

F4 · ownership.nature: Consists of 1,078,340 shares of Common Stock of the Issuer held by XIII Associates.

SEC source: 0001104659-20-097707 · tm2029224d1_4.xml · nonDerivative · entry 1

KLEINER PERKINS CAUFIELD & BYERS XIII, LLC · CIK 0001435899 · 10% owner

KPCB XIII Associates, LLC · CIK 0001500595 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,824,096

F1 · kind: 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 202,200 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.

F2 · ownership.direct: 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.

SEC source: 0001209191-20-048149 · doc4.xml · nonDerivative · entry 4

SEIDENBERG BETH C · CIK 0001184592 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 70,293

F6 · kind: Represents a pro-rata in-kind distribution of Common Stock of the Issuer by XIII Associates without consideration to its members.

F5 · ownership.nature: 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.

SEC source: 0001209191-20-048149 · doc4.xml · nonDerivative · entry 3

SEIDENBERG BETH C · CIK 0001184592 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,078,340

F4 · kind: Represents a change in the form of ownership as a result of the receipt by XIII Associates of shares in the Fund Distribution.

F5 · ownership.nature: 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.

SEC source: 0001209191-20-048149 · doc4.xml · nonDerivative · entry 2

SEIDENBERG BETH C · CIK 0001184592 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,105

F3 · kind: Represents a change in the form of ownership as a result of the receipt by the Reporting Person of shares in the Fund Distribution.

SEC source: 0001209191-20-048149 · doc4.xml · nonDerivative · entry 1

SEIDENBERG BETH C · CIK 0001184592 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 14,824,096

F1 · kind: 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 202,200 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.

F2 · ownership.nature: 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.

SEC source: 0001209191-20-047248 · doc4.xml · nonDerivative · entry 3

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,418,146

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $31.00 inclusive.

SEC source: 0001209191-20-047248 · doc4.xml · nonDerivative · entry 2

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,423,646

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $30.48 inclusive.

SEC source: 0001209191-20-047248 · doc4.xml · nonDerivative · entry 1

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,453,146

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $29.70 inclusive. 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 (1), (2) and (3).

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 12

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 696,500

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.12 to $30.13 inclusive.

F6 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 11

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 696,527

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.12 to $30.11 inclusive.

F6 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 10

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.12 to $30.13 inclusive.

F5 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 9

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,636

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.12 to $30.11 inclusive.

F5 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 8

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.12 to $30.13 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 7

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 567,636

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.12 to $30.11 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-046868 · doc4.xml · nonDerivative · entry 2

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,528,146

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.50 to $30.15 inclusive.

F3 · balance_after: Includes 1,923 shares acquired under the Issuer's employee stock purchase plan on August 4, 2020.

SEC source: 0001387131-20-007646 · ownership.xml · nonDerivative · entry 1

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 18,060,118

F2 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.11 to $30.10 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 18,060,118 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F4 · ownership.nature: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-20-007404 · ownership.xml · nonDerivative · entry 5

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 18,072,584

F2 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.83 to $30.385 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 18,072,584 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F8 · ownership.nature: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001387131-20-007404 · ownership.xml · nonDerivative · entry 4

TPG Group Holdings (SBS) Advisors, Inc. · CIK 0001495741 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 18,092,056

F2 · shares: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by TPG Biotech III.

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.31 to $29.82 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnologies GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 18,072,584 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F8 · ownership.nature: Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 6

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 701,000

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.31 to $30.37 inclusive.

F6 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 5

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 701,110

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.28 to $30.25 inclusive. 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), (7) and (8) herein.

F6 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Melinda B. Payson, Trustees of The Norman C. and Melinda B. Payson Revocable Trust ("NMP Trust").

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 4

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 573,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.31 to $30.37 inclusive.

F5 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 3

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 573,744

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.28 to $30.25 inclusive. 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), (7) and (8) herein.

F5 · ownership.nature: The reportable securities are directly held by Norman C. Payson and Robert L. Carson, Trustee of The Norman C. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 2

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 573,599

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.31 to $30.37 inclusive.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-046867 · doc4.xml · nonDerivative · entry 1

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 573,744

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 11, 2020.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.28 to $30.25 inclusive. 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), (7) and (8) herein.

F3 · ownership.nature: The reportable securities are directly held by Melinda B. Payson and Robert L. Carson, Trustee of The Melinda B. Payson 2018 Grantor Retained Annuity Trust dated November 28, 2018 ("MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

SEC source: 0001209191-20-046868 · doc4.xml · nonDerivative · entry 1

Anevski Peter · CIK 0001576147 · Pres., Chief Fin & Op. Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,564,755

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.365 inclusive. 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 (1) and (2).

SEC source: 0001209191-20-046670 · doc4.xml · derivative · entry 6

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,876

Underlying: Common Stock · 48,125 shares

Expires 2029-05-23

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on May 23, 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.

SEC source: 0001209191-20-046670 · doc4.xml · derivative · entry 5

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,240

Underlying: Common Stock · 1,898 shares

Expires 2029-05-21

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: 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.