PGNY

SEC source: 0001209191-20-046670 · doc4.xml · nonDerivative · entry 4

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.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.973 to $29.98 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 range set forth in this footnote.

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

SEC source: 0001209191-20-046670 · doc4.xml · nonDerivative · entry 3

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,236

SEC source: 0001209191-20-046670 · doc4.xml · nonDerivative · entry 2

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 99,956

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: 0001209191-20-046670 · doc4.xml · nonDerivative · entry 1

Bealer Jennifer · CIK 0001789513 · EVP, General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,831

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: 0001387131-20-007404 · ownership.xml · nonDerivative · entry 3

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: 18,131,034

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

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.95 to $30.95 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 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: 18,221,091

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 $28.94 to $29.94 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 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: 18,302,553

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 $27.93 to $28.91 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 18,072,584 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: 0001209191-20-046671 · doc4.xml · nonDerivative · entry 1

SEIDENBERG BETH C · CIK 0001184592 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 57,692

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 13, 2020.

F2 · ownership.nature: 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.

SEC source: 0001209191-20-046669 · doc4.xml · derivative · entry 4

Greenbaum Lisa · CIK 0001791866 · EVP, Chief Client Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 216,002

Underlying: Common Stock · 4,000 shares

Expires 2029-06-03

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.

F3 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on June 3, 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: 0001209191-20-046669 · doc4.xml · nonDerivative · entry 3

Greenbaum Lisa · CIK 0001791866 · EVP, Chief Client Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,044

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on June 22, 2020.

F2 · balance_after: Includes 1,544 shares acquired under the Issuer's employee stock purchase plan on August 4, 2020.

SEC source: 0001209191-20-046669 · doc4.xml · nonDerivative · entry 2

Greenbaum Lisa · CIK 0001791866 · EVP, Chief Client Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,793

SEC source: 0001209191-20-046669 · doc4.xml · nonDerivative · entry 1

Greenbaum Lisa · CIK 0001791866 · EVP, Chief Client Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

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: 0001209191-20-046019 · doc4.xml · derivative · entry 10

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,734,384

Underlying: Common Stock · 46,521 shares

Expires 2027-08-03

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.

F6 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on January 16, 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.

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 6

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 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 $27.52 to $27.97 inclusive.

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 5

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 626,531

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: 0001209191-20-046019 · doc4.xml · derivative · entry 9

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,780,905

Underlying: Common Stock · 1,000 shares

Expires 2027-08-03

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.

F6 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on January 16, 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.

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 4

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 2020.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.48 to $27.50 inclusive.

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 3

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 581,010

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: 0001209191-20-046247 · doc4.xml · derivative · entry 2

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 873,231

Underlying: Common Stock · 109,998 shares

Expires 2027-08-03

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.

F1 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on January 16, 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.

SEC source: 0001209191-20-046247 · doc4.xml · nonDerivative · entry 1

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

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,576,133

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: 0001387131-20-007214 · ownership.xml · nonDerivative · entry 3

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: 18,325,118

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

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.51 to $27.56 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 18,325,118 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F6 · 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.

F7 · 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: 0001387131-20-007214 · ownership.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: 18,326,518

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 $26.51 to $27.50 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 18,325,118 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F6 · 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.

F7 · 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: 0001387131-20-007214 · 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: 18,423,701

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 $25.495 to $26.46 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 18,325,118 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F6 · 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.

F7 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 9

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 705,500

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 $26.65 to $27.51, inclusive.

F5 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 8

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 709,536

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 $25.62 to $26.57, inclusive.

F5 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 7

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 579,599

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 $26.65 to $27.51, inclusive.

F4 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 6

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 584,981

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 $25.62 to $26.57, inclusive.

F4 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 5

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 579,599

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 $26.65 to $27.51, 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 4

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 584,981

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 $25.62 to $26.57, 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: 0001209191-20-046019 · doc4.xml · derivative · entry 8

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,781,905

Underlying: Common Stock · 12,479 shares

Expires 2027-08-03

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.

F6 · derivative.exercise_date: One-fourth (1/4th) of the shares subject to the Option vested on January 16, 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.

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 2

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 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 $27.42 to $27.56 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), (3) and (4).

SEC source: 0001209191-20-046019 · doc4.xml · nonDerivative · entry 1

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 592,489

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: 0001209191-20-045391 · doc4.xml · derivative · entry 10

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,794,384

Underlying: Common Stock · 39,896 shares

Expires 2027-08-03

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 January 16, 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.

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 6

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 2020.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.34 to $27.61 inclusive.

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 5

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 619,906

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: 0001387131-20-007128 · ownership.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: 18,434,499

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 $26.74 to $27.62 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 18,434,499 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F5 · 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.

F6 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 3

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 710,000

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 $26.785 to $27.575 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), (6) and (7) herein.

F5 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 2

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 585,599

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 $26.785 to $27.575 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), (6) and (7) herein.

F4 · 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: 0001209191-20-045683 · doc4.xml · nonDerivative · entry 1

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 585,599

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 $26.785 to $27.575 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), (6) and (7) 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: 0001209191-20-045391 · doc4.xml · derivative · entry 9

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,834,280

Underlying: Common Stock · 104 shares

Expires 2027-08-03

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 January 16, 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.

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 4

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 2020.

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 3

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,114

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: 0001387131-20-007128 · 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: 18,560,118

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 $26.19 to $26.97 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 18,434,499 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F5 · 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.

F6 · 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: 0001387131-20-007022 · ownership.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: 18,586,281

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 $26.45 to $27.42 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 18,586,281 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F5 · 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.

F6 · 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: 0001209191-20-045391 · doc4.xml · derivative · entry 8

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,834,384

Underlying: Common Stock · 20,000 shares

Expires 2027-08-03

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 January 16, 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.

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 2

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 580,010

F1 · kind: Shares sold pursuant to a Rule 10b5-1 trading plan entered into on March 12, 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 $27.14 to $27.36 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) and (3).

SEC source: 0001209191-20-045391 · doc4.xml · nonDerivative · entry 1

Schlanger David J · CIK 0001576145 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 600,010

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: 0001387131-20-007022 · 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: 18,705,360

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 $26.15 to $26.63 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 18,586,281 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F5 · 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.

F6 · 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: 0001387131-20-006949 · ownership.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: 18,798,075

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 $26.15 to $26.4675 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 18,798,075 shares of Common Stock, $0.0001 par value per share ("Common Stock"), of Progyny, Inc. (the "Issuer").

F5 · 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.

F6 · 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: 0001209191-20-044313 · doc4.xml · nonDerivative · entry 9

Payson Norman · CIK 0000898544 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 714,500

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 $26.31 to $26.39, inclusive.

F5 · 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").