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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Progyny, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 74340E103

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 74340E103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Merck Ventures B.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,297,414(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,297,414(1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,414(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.1%(2)

 

 

12

Type of Reporting Person (See Instructions)
FI

 

(1) Consists of (a) 4,108,965 shares and (b) warrants to purchase 188,449 shares held by Merck Ventures B.V., a wholly owned subsidiary of Merck B.V. Merck B.V. is a wholly owned indirect subsidiary of Merck KGaA, a publicly traded company (Frankfurt Stock Exchange, DAX 30).

 

(2) Based on the quotient obtained by dividing: (a) the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 84,046,372 shares of common stock, $0.0001 par value per share (“Common Stock”), outstanding as of November 29, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (“SEC”) on December 6, 2019 and (ii) warrants to purchase 188,449 shares of Common Stock beneficially owned by the Reporting Person. For the purpose of computing the percentage ownership of the Reporting Person, we have assumed the exercise of each of the warrants to purchase in the aggregate, 188,449 shares of Common Stock, held by the Reporting Person.

 

2

 

CUSIP No. 74340E103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Merck B.V.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
The Netherlands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,297,414(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,297,414(1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,414(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.1%(2)

 

 

12

Type of Reporting Person (See Instructions)
FI

 

(1) Consists of (a) 4,108,965 shares and (b) warrants to purchase 188,449 shares held by Merck Ventures B.V., a wholly owned subsidiary of Merck B.V. Merck B.V. is a wholly owned indirect subsidiary of Merck KGaA, a publicly traded company (Frankfurt Stock Exchange, DAX 30).

 

(2) Based on the quotient obtained by dividing: (a) the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 84,046,372 shares of Common Stock outstanding as of November 29, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) warrants to purchase 188,449 shares of Common Stock beneficially owned by the Reporting Person. For the purpose of computing the percentage ownership of the Reporting Person, we have assumed the exercise of each of the warrants to purchase in the aggregate, 188,449 shares of Common Stock, held by the Reporting Person.

 

3

 

CUSIP No. 74340E103

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Merck KGaA

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Germany

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
4,297,414(1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
4,297,414(1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,297,414(1)

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.1%(2)

 

 

12

Type of Reporting Person (See Instructions)
FI

 

(1) Consists of (a) 4,108,965 shares and (b) warrants to purchase 188,449 shares held by Merck Ventures B.V., a wholly owned subsidiary of Merck B.V. Merck B.V. is a wholly owned indirect subsidiary of Merck KGaA, a publicly traded company (Frankfurt Stock Exchange, DAX 30).

 

(2) Based on the quotient obtained by dividing: (a) the aggregate number of shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 84,046,372 shares of Common Stock outstanding as of November 29, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on December 6, 2019 and (ii) warrants to purchase 188,449 shares of Common Stock beneficially owned by the Reporting Person. For the purpose of computing the percentage ownership of the Reporting Person, we have assumed the exercise of each of the warrants to purchase in the aggregate, 188,449 shares of Common Stock, held by the Reporting Person.

 

4

 

CUSIP No. 74340E103

 

Item 1.

 

(a)

Name of Issuer
Progyny, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
245 5th Avenue

New York, New York 10016

 

Item 2.

 

(a)

Name of Person Filing
This statement is filed by the following entities (collectively, referred to as the “Reporting Persons”):

 

·      Merck Ventures B.V.

·      Merck B.V.

·      Merck KGaA

 

Merck Ventures B.V. is a wholly owned subsidiary of Merck B.V. Merck B.V. may be deemed to have sole voting and dispositive power with respect to the shares held by Merck Ventures B.V.

 

Merck Ventures B.V. a wholly owned indirect subsidiary of Merck KGaA, a publicly traded company. Merck KGaA may be deemed to have sole voting and dispositive power with respect to the shares held by Merck Ventures B.V.

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business office for Merck Ventures B.V. is:

Gustav Mahlerplein 102, Toyo Ito Building, 20th Floor

1082 MA Amsterdam, The Netherlands

 

The address of the principal business office for Merck B.V. is:

Tupolevlaan 41-61, Schiphol-Rijk

1119 NW, Netherlands

 

The address of the principal business office for Merck KGaA is:

Frankfurter Straße 250

64293 Darmstadt, Germany

 

(c)

Citizenship
Merck Ventures B.V. is a private limited company located in the Netherlands.

Merck B.V. is a private limited company located in the Netherlands.

Merck KGaA is a German public company (Frankfurt Stock Exchange, DAX 30).

 

(d)

Title of Class of Securities
Common Stock, par value $0.0001 per share

 

(e)

CUSIP Number
74340E103

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

5

 

CUSIP No. 74340E103

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

See Row 9 of cover page for each Reporting Person.

 

(b)

Percent of class:   

See Row 11 of cover page for each Reporting Person.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

See Row 5 of cover page for each Reporting Person.

 

 

(ii)

Shared power to vote or to direct the vote:    

See Row 6 of cover page for each Reporting Person.

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

See Row 7 of cover page for each Reporting Person.

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

See Row 8 of cover page for each Reporting Person.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

6

 

CUSIP No. 74340E103

 

Item 10.

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 11, 2020

 

 

 

 

 

MERCK VENTURES B.V.

 

 

 

 

 

 

By:

/s/ Jasper Bos

 

Name:

Jasper Bos

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Hakan Goker

 

Name:

Hakan Goker

 

Title:

Executive Investment Director

 

 

 

 

 

 

 

MERCK B.V.

 

 

 

 

 

 

 

By:

/s/ Spasena Ivanova Yotova

 

Name:

Spasena Ivanova Yotova

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Saraswati Khan

 

Name:

Saraswati Khan

 

Title:

Managing Director

 

 

 

 

 

 

 

MERCK KGAA

 

 

 

 

 

 

 

By:

/s/ Rando Bruns

 

Name:

Rando Bruns

 

Title:

Head of Treasury

 

 

 

 

 

 

 

By:

/s/ Marco Rau

 

Name:

Dr. Marco Rau, LL.M.

 

Title:

Head of Legal Team Strategy and Transformation

 

 

7

 

CUSIP No. 74340E103

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Progyny, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 11, 2020

 

 

 

 

 

MERCK VENTURES B.V.

 

 

 

 

 

 

 

By:

/s/ Jasper Bos

 

Name:

Jasper Bos

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Hakan Goker

 

Name:

Hakan Goker

 

Title:

Executive Investment Director

 

 

 

 

 

 

 

MERCK B.V.

 

 

 

 

 

 

 

By:

/s/ Spasena Ivanova Yotova

 

Name:

Spasena Ivanova Yotova

 

Title:

Managing Director

 

 

 

 

 

 

 

By:

/s/ Saraswati Khan

 

Name:

Saraswati Khan

 

Title:

Managing Director

 

 

 

 

 

 

 

MERCK KGAA

 

 

 

 

 

 

 

By:

/s/ Rando Bruns

 

Name:

Rando Bruns

 

Title:

Head of Treasury

 

 

 

 

 

 

 

By:

/s/ Marco Rau

 

Name:

Dr. Marco Rau, LL.M.

 

Title:

Head of Legal Team Strategy and Transformation

 

 

8