0001209191-19-053988.txt : 20191024
0001209191-19-053988.hdr.sgml : 20191024
20191024203729
ACCESSION NUMBER: 0001209191-19-053988
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20191024
FILED AS OF DATE: 20191024
DATE AS OF CHANGE: 20191024
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SEIDENBERG BETH C
CENTRAL INDEX KEY: 0001184592
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39100
FILM NUMBER: 191167286
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Progyny, Inc.
CENTRAL INDEX KEY: 0001551306
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 272220139
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 245 5TH AVENUE
STREET 2: 4TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 212-888-3124
MAIL ADDRESS:
STREET 1: 245 5TH AVENUE
STREET 2: 4TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10016
FORMER COMPANY:
FORMER CONFORMED NAME: Auxogyn, Inc.
DATE OF NAME CHANGE: 20150318
FORMER COMPANY:
FORMER CONFORMED NAME: Auxogyn Inc
DATE OF NAME CHANGE: 20120601
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2019-10-24
0
0001551306
Progyny, Inc.
PGNY
0001184592
SEIDENBERG BETH C
C/O PROGYNY, INC.
245 5TH AVENUE
NEW YORK
NY
10016
1
0
0
0
Common Stock
719028
I
See footnote
Series A Preferred Stock
Common Stock
6149084
I
See footnote
Series B Preferred Stock
Common Stock
10753784
I
See footnote
Series B Warrant (right to buy)
1.73
2013-09-06
2023-09-06
Series B Preferred Stock
242248
I
See footnote
Series B Warrant (right to buy)
1.73
2014-12-19
2024-12-18
Series B Preferred Stock
284998
I
See footnote
Stock Option (right to buy)
3.96
2029-06-03
Common Stock
52800
D
The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 51,965 shares of Common Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Each share of Series A Preferred Stock and 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 shares are directly held by KPCB XIII. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 444,401 shares of Series A Preferred Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of
the securities for purposes of Section 16 or for any other purpose.
The shares are directly held by KPCB XIII. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the shares is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 777,187 shares of Series B Preferred Stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of
the securities for purposes of Section 16 or for any other purpose.
The warrant is directly held by KPCB XIII. The warrant is held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the warrant is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 17,508 shares of Series B Preferred Stock underlying the warrant beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such warrant. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
The warrant is directly held by KPCB XIII. The warrant is held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is XIII Associates. The voting and dispositive control over the warrant is shared by individual managing directors of XIII Associates, none of whom has veto power. Excludes 20,597 shares of Series B Preferred Stock underlying the warrant beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such warrant. any other purpose. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
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
EX-24.3_876873
2
poa.txt
POA DOCUMENT
Exhibit 24
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Judy Lai, Cailin Harris, Debbie Wilkins and Jason Minio of
Cooley LLP, and Peter Anevski, 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) 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.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) 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, (b) revocation by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or employed by or a partner at Cooley LLP or another law firm
representing the Company, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: 10/16/2019
/s/ Beth Seidenberg, M.D.
Beth Seidenberg, M.D.