0001387131-22-000603.txt : 20220121
0001387131-22-000603.hdr.sgml : 20220121
20220121180832
ACCESSION NUMBER: 0001387131-22-000603
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220112
FILED AS OF DATE: 20220121
DATE AS OF CHANGE: 20220121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WINKELRIED JON
CENTRAL INDEX KEY: 0001366946
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39100
FILM NUMBER: 22546977
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: JON WINKELRIED
DATE OF NAME CHANGE: 20060621
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG GP A, LLC
CENTRAL INDEX KEY: 0001903793
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39100
FILM NUMBER: 22546978
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
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: 1359 BROADWAY
STREET 2: 2ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
BUSINESS PHONE: 212-888-3124
MAIL ADDRESS:
STREET 1: 1359 BROADWAY
STREET 2: 2ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10018
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
pgny-form3_011222.xml
FORM 3 - PROGYNY
X0206
3
2022-01-12
0
0001551306
Progyny, Inc.
PGNY
0001903793
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001366946
WINKELRIED JON
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Common Stock
10000000
I
See Explanation of Responses
Warrants (right to buy)
Common Stock
565351
I
See Explanation of Responses
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").
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.
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").
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.
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.
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.
7. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 8. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission.
/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7)
2022-01-21
/s/ Gerald Neugebauer on behalf of Jon Winkelried (7)(8)
2022-01-21