0001387131-20-001529.txt : 20200213 0001387131-20-001529.hdr.sgml : 20200213 20200213160502 ACCESSION NUMBER: 0001387131-20-001529 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: DAVID BONDERMAN GROUP MEMBERS: JAMES G. COULTER SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91365 FILM NUMBER: 20610375 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 IRS NUMBER: 271650453 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 pro-sc13g_123119.htm ACQUISITION OF BENEFICIAL OWNERSHIP

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. __)*

 

Under the Securities Exchange Act of 1934

 

Progyny, Inc.

 

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

 

(Titles 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:

 

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of 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 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, as amended (the “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).

 

 

 

1

 

CUSIP No. 74340E103

13G

Page 2 of 9 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

TPG Group Holdings (SBS) Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

a) ☐

 

b) ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

20,661,413 (1)

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

20,661,413 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,661,413 (1)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.4% (2)

12

TYPE OF REPORTING PERSON*


CO

 

 

 

 

 

 

(1) Includes (i) 20,096,062 shares of Common Stock (as defined below) and (ii) 565,351 shares of Common Stock issuable upon exercise of the Warrants (as defined below).

 

(2) The calculation assumes that there is a total of 84,611,723 shares of Common Stock outstanding, which is the sum of (i) the 84,046,372 shares of Common Stock outstanding as of November 29, 2019, as reported on the Issuer’s (as defined below) Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on December 6, 2019, and (ii) the 565,351 shares of Common Stock issuable upon exercise of the Warrants reported herein.

 

2

 

 CUSIP No. 74340E103

13G

Page 3 of 9 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

a) ☐

 

b) ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

20,661,413 (3)

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

20,661,413 (3)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,661,413 (3)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.4% (4)

12

TYPE OF REPORTING PERSON*


IN

 

 

 

 

 

 

(3) Includes (i) 20,096,062 shares of Common Stock and (ii) 565,351 shares of Common Stock issuable upon exercise of the Warrants.

 

(4) The calculation assumes that there is a total of 84,611,723 shares of Common Stock outstanding, which is the sum of (i) the 84,046,372 shares of Common Stock outstanding as of November 29, 2019, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on December 6, 2019, and (ii) the 565,351 shares of Common Stock issuable upon exercise of the Warrants reported herein.

 

3

 

CUSIP No. 74340E103

13G

Page 4 of 9 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

a) ☐

 

b) ☐

 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

20,661,413 (5)

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

20,661,413 (5)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,661,413 (5)

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

24.4% (6)

12

TYPE OF REPORTING PERSON*


IN

 

 

 

 

 

 

(5) Includes (i) 20,096,062 shares of Common Stock and (ii) 565,351 shares of Common Stock issuable upon exercise of the Warrants.

 

(6) The calculation assumes that there is a total of 84,611,723 shares of Common Stock outstanding, which is the sum of (i) the 84,046,372 shares of Common Stock outstanding as of November 29, 2019, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on December 6, 2019, and (ii) the 565,351 shares of Common Stock issuable upon exercise of the Warrants reported herein.

 

4

 

Item 1(a).

Name of Issuer:

 

Progyny, Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

245 5th Avenue

New York, New York 10016

 

Item 2(a).

Name of Person Filing:

 

This Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

 

Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar III, L.P., a Delaware limited partnership, which is the general partner of TPG Biotechnology Partners III, L.P., a Delaware limited partnership (“TPG Biotech III”), which directly holds (i) 20,096,062 shares of Common Stock and (ii) warrants to purchase an aggregate of 565,351 shares of Common Stock (the “Warrants”). 

 

Because of Group Advisors’ relationship to TPG Biotech III, Group Advisors may be deemed to beneficially own the shares of Common Stock and Warrants held by TPG Biotech III.  David Bonderman and James G. Coulter are sole shareholders of Group Advisors and may therefore be deemed to beneficially own the shares of Common Stock and Warrants held by TPG Biotech III.  Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock and Warrants held by TPG Biotech III except to the extent of their pecuniary interest therein. 

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

 

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

 

Item 2(c).

Citizenship:

 

See responses to Item 4 of each of the cover pages.

 

Item 2(d).

Titles of Classes of Securities:

 

Common Stock, $0.0001 par value per share (“Common Stock”)

 

5

 

Item 2(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(n):

 

 

(a)

☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

 

 

(b)

☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

 

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 

 

(d)

☐ Investment company registered under Section 8 of the Investment

 

Company Act of 1940 (15 U.S.C 80a-8).

 

 

(e)

☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

 

(f)

☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

 

(g)

☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

 

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

 

 

(i)

☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
     

 

(j)

☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).

 

 

(k)

☐ Group in accordance with §240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________

 

Item 4.

 

Ownership

 

(a)

Amount Beneficially Owned:

 

 

See responses to Item 9 on each cover page.

 

(b)

Percent of Class:

 

 

See responses to Item 11 on each cover page.
       

6

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote:

 

See responses to Item 5 on each cover page.

 

 

(ii)

Shared power to vote or to direct the vote:

 

See responses to Item 6 on each cover page.

 

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See responses to Item 7 on each cover page.

 

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See responses to Item 8 on each cover page.

 

 

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

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.

 

See response to Item 2(a) above.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certification.

 

Not Applicable.

 

7

 

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.

 

Dated: February 13, 2020

 

 

TPG Group Holdings (SBS) Advisors, Inc.

 

 

 

 

 

By:

 

 

 

Name: Michael LaGatta
Title:  Vice President

 

 

 

 

 

 

David Bonderman

 

 

 

 

 

By:

 

 

 

Name: Bradford Berenson, on behalf of David Bonderman (7)

 

 

 

 

 

James G. Coulter

 

 

 

 

 

By:

 

 

 

Name: Bradford Berenson, on behalf of James G. Coulter (8)

 

 

 

 

 

 

 

 

 

 

(7) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).

 

(8) Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).

 

8

 

Exhibit Index

 

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*

 

 

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011. 

 

9