SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Payson Norman

(Last)

(First)

(Middle)

C/O PROGYNY, INC.

245 5TH AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2019

3. Issuer Name and Ticker or Trading Symbol
Progyny, Inc. [ PGNY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	552,446	D
Common Stock	122,493	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,484,696	⁽²⁾	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,484,696	⁽²⁾	I	See Footnote⁽⁴⁾
Stock Option (right to buy)	⁽⁵⁾	12/07/2026	Common Stock	261,223	$1.46	D
Stock Option (right to buy)	⁽⁶⁾	06/03/2029	Common Stock	52,800	$3.96	D

Explanation of Responses:

1. The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shared voting and dispositive power over the securities.

2. Each share of Series B Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into Common Stock, on a one-for-one basis, has no expiration date and is expected to automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

3. 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 (the "MBP GRAT"). The Reporting Person's spouse is a trustee of the MBP GRAT.

4. 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 (the "NCP GRAT"). The Reporting Person is a trustee of the NCP GRAT.

5. One forty-eighth (1/48th) of the shares subject to the Option vested or shall vest each month commencing January 2, 2017, subject to the Reporting Person continuing to provide service through each such date.

6. One-fourth (1/4th) of the shares subject to the Option shall vest on June 4, 2020, and one thirty-sixth (1/36th) of the remaining shares subject to the Option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Jennifer Bealer, Attorney-in-Fact	10/24/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.