Accession Number: | 0001387131-22-011237 |
Date: | 2022-11-07 |
Issuer: | PROGYNY, INC. (PGNY) |
Original Submission Date: |
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
BONDERMAN DAVID
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
COULTER JAMES G
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
WINKELRIED JON
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
COMMON STOCK | 2022-11-07 | S | 750,000 | d | $38.75 | 9,250,000 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
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ID | footnote |
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f1 | each of david bonderman, james g. coulter and jon winkelried own entities that own tpg gp a, llc (together with messrs. bonderman, coulter and winkelried, the "reporting persons"), which 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 managing member of tpg gpco, 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 biotechnologies 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 9,250,000 shares of common stock, $0.0001 par value per share, of progyny, inc. |
f2 | 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. |
f3 | 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 securities exchange act of 1934, as amended (the "exchange act") or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |