X0206 3 2019-10-24 0 0001551306 Progyny, Inc. PGNY 0000898544 Payson Norman C/O PROGYNY, INC. 245 5TH AVENUE NEW YORK NY 10016 1 0 0 0 Common Stock 552446 D Common Stock 122493 I See Footnote Series B Preferred Stock Common Stock 1484696 I See Footnote Series B Preferred Stock Common Stock 1484696 I See Footnote Stock Option (right to buy) 1.46 2026-12-07 Common Stock 261223 D Stock Option (right to buy) 3.96 2029-06-03 Common Stock 52800 D The reportable securities are directly held by EVO Eagle, LLC. The Reporting Person shared voting and dispositive power over the securities. 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. 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. 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. 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. 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. Exhibit List - Exhibit 24 - Power of Attorney /s/ Jennifer Bealer, Attorney-in-Fact 2019-10-24