SEC Filing | Progyny, Inc.

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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^*

Sturmer Michael E

(Last)

(First)

(Middle)

C/O PROGYNY, INC.

1359 BROADWAY, 2ND FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

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

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

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

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	250,000⁽¹⁾	D

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)
Employee Stock Option (Right to Buy)	⁽²⁾	03/02/2031	Common Stock	600,000	42.78	D

Explanation of Responses:

1. Represents the number of shares of Issuer common stock underlying restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Issuer common stock. One-fourth (1/4th) of the RSUs will vest on February 26, 2022 and the remainder of the shares will vest in equal quarterly installments thereafter through February 26, 2025, subject to the Reporting Person continuing to provide service through each such date.

2. One-fourth (1/4th) of the shares subject to the option will vest February 26, 2022 and the remainder of the shares will vest in equal quarterly installments thereafter through February 26, 2025, 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	01/03/2022
	** 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.

                         POWER OF ATTORNEY


  Know all by these presents, that the undersigned hereby constitutes
and appoints each of Mark Livingston, Jennifer Bealer and Hazel Thakkar
 of Progyny, Inc. (the "Company"), signing individually, the
undersigned's true and lawful attorneys-in-fact and agents to:

   1.   (1)	Prepare, execute in the undersigned's name and
	 on the undersigned's behalf, and submit to the Securities
	and Exchange Commission (the "SEC"), a Form ID and Forms
	3, 4 and 5 (including amendments thereto and joint filing
	agreements in connection therewith) in accordance with
	Section 16 of the Securities Exchange Act of 1934, as
		amended (the "Exchange Act"), and the rules thereunder,
	in the undersigned's capacity as an officer, director or
	beneficial owner of more than 10% of a registered class of
	securities of the Company;


   2.  	Do and perform any and all acts for and on behalf of the
	undersigned that may be necessary or desirable to prepare
	and execute any such Form ID and Forms 3, 4 or 5 (including
	amendments thereto and joint filing agreements in connection
	therewith) and file such forms with the SEC and any stock
	exchange, self-regulatory association or any similar authority; and

   3.   Take any other action of any type whatsoever in connection
	with the foregoing that, in the opinion of such attorney-in-fact,
	may be of benefit to, in the best interest of, or legally
	required of the undersigned, it being understood that the
	documents executed by the attorney-in-fact on behalf of the
	undersigned pursuant to this Power of Attorney shall be in such
	form and shall contain such terms and conditions as the
	attorney-in-fact may approve in the attorney-in-fact's discretion.

   The undersigned hereby grants to each such attorney in fact full
 power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
 of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
 present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney in fact, or such
attorney in fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights
 and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, and their substitutes, in serving in
 such capacity at the request of the undersigned, are not assuming
 (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.

   The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is any Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

   This Power of Attorney shall remain in full force and effect
 until the undersigned is no longer required to file Forms 3, 4,
 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
 revoked by the undersigned in a signed writing delivered to the
 foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 14 day of December, 2021.

                                      /s/ Michael Sturmer
                                      -------------------
                                      Michael Strumer