Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-003112
Date:2021-01-07
Issuer: PROGYNY, INC. (PGNY)
Original Submission Date:

Reporting Person:

SEIDENBERG BETH C
C/O PROGYNY, INC.
1359 BROADWAY, 2ND FL NEW YORK, NY 10018

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-01-07 J 1,398,900 d $0.00 9,694,796 indirect f2
COMMON STOCK 2021-01-07 J 522,904 a $0.00 545,482 indirect f4
COMMON STOCK 2021-01-07 J 489,038 d $0.00 56,444 indirect f4
COMMON STOCK 2021-01-07 J 13,157 a $0.00 116,070 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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 101,100 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 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 700,653 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.
f3 represents a change in the form of ownership as a result of the receipt by xiii associates of shares in the fund distribution.
f4 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.
f5 represents a pro-rata in-kind distribution of common stock of the issuer by xiii associates without consideration to its members.
f6 represents a change in the form of ownership as a result of the receipt by the reporting person of shares in the fund distribution.
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