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    PGNY   US74340E1038

PROGYNY, INC.

(PGNY)
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Progyny : Initial Statement of Beneficial Ownership (Form 3)

01/21/2022 | 06:14pm EDT
Ownership Submission
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 *
TPG GP A, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
2022-01-12
3. Issuer Name and Ticker or Trading Symbol
Progyny, Inc. [PGNY]
(Last) (First) (Middle)
C/O TPG INC. , 301 COMMERCE STREET, SUITE 3300
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
FORT WORTH TX 76102
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102

X

WINKELRIED JON
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102

X

Signatures
/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7) 2022-01-21
**Signature of Reporting Person Date
/s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(8) 2022-01-21
**Signature of Reporting Person Date
Explanation of Responses:
(*) 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).
(1) On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, TPG GP A, LLC ("TPG GP A") replaced TPG Group Holdings (SBS) Advisors, Inc. as the managing member of TPG Group Holdings (SBS) Advisors, LLC and thus is replacing TPG Group Holdings (SBS) Advisors, Inc. as a Reporting Person for purposes of filings under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including as it relates to the securities of Progyny, Inc. (the "Issuer").
(2) TPG GP A is owned by entities owned by Messrs. David Bonderman, James G. Coulter and Jon Winkelried (together with TPG GP A, the "Reporting Persons"). Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the securities of the Issuer held by TPG Biotech III (as defined below). Messrs. Bonderman and Coulter previously disclosed their beneficial ownership of securities of the Issuer on a Form 3 filed October 24, 2019. Mr. Winkelried does not directly own any securities of the Issuer.
(3) TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the controlling shareholder of TPG GPCo, Inc., which is the managing member of TPG Holdings I-A, LLC, which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 10,000,000 shares of Common Stock ("Common Stock") of the Issuer and Warrants to Purchase Preferred Stock (the "Warrants").
(4) The Warrant to purchase 259,756 shares of Series B Preferred Stock (now Common Stock) may be exercised in whole or in part at any time during the period commencing on September 6, 2013 and ending on September 6, 2023. The Warrant to purchase 305,595 shares of Series B Preferred Stock (now Common Stock) may be exercised in whole or in part at any time during the period commencing on December 19, 2014 and ending on December 18, 2024. The exercise price of the Warrants is approximately $1.7259 per share of Common Stock.
(5) Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.
(6) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Disclaimer

Progyny Inc. published this content on 21 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 January 2022 23:13:07 UTC.


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Net income 2022 10,3 M - -
Net cash 2022 196 M - -
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Technical analysis trends PROGYNY, INC.
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Income Statement Evolution
Consensus
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Mean consensus BUY
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Last Close Price 32,62 $
Average target price 62,83 $
Spread / Average Target 92,6%
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Peter Anevski Chief Executive Officer & Director
Michael Sturmer President
Mark Livingston Chief Financial Officer
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