UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 4)*
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, 2023
(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(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).
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 2
of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TPG
GP A, LLC |
| 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
6,903,267
(1) |
7
|
SOLE
DISPOSITIVE POWER
-
0 - |
8
|
SHARED
DISPOSITIVE POWER
6,903,267
(1) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,903,267 (1)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
(2) |
| 12 |
TYPE
OF REPORTING PERSON*
OO |
| |
|
|
|
(1)
Includes (i) 6,597,672 shares of Common Stock (as defined below) and (ii) 305,595 shares of Common Stock issuable upon exercise
of the Warrants (as defined below).
(2)
The calculation assumes that there is a total of 96,141,823 shares of Common Stock outstanding, which is the sum of (i) the 95,836,228
shares of Common Stock outstanding as of October 31, 2023, 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 November 8, 2023, and
(ii) the 305,595 shares of Common Stock issuable upon exercise of the Warrants reported herein.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 3
of 10 |
| 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
6,903,267
(3) |
7
|
SOLE
DISPOSITIVE POWER
-
0 - |
8
|
SHARED
DISPOSITIVE POWER
6,903,267
(3) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,903,267 (3)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
(4) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(3)
Includes (i) 6,597,672 shares of Common Stock and (ii) 305,595 shares of Common Stock issuable upon exercise of the Warrants.
(4)
The calculation assumes that there is a total of 96,141,823 shares of Common Stock outstanding, which is the sum of (i) the 95,836,228
shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed
with the Commission on November 8, 2023, and (ii) the 305,595 shares of Common Stock issuable upon exercise of the Warrants reported
herein.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 4
of 10 |
| 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
6,903,267
(5) |
7
|
SOLE
DISPOSITIVE POWER
-
0 - |
8
|
SHARED
DISPOSITIVE POWER
6,903,267
(5) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,903,267 (5)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
(6) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(5)
Includes (i) 6,597,672 shares of Common Stock and (ii) 305,595 shares of Common Stock issuable upon exercise of the Warrants.
(6)
The calculation assumes that there is a total of 96,141,823 shares of Common Stock outstanding, which is the sum of (i) the 95,836,228
shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed
with the Commission on November 8, 2023, and (ii) the 305,595 shares of Common Stock issuable upon exercise of the Warrants reported
herein.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 5
of 10 |
| 1 |
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jon
Winkelried |
| 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
6,903,267
(7) |
7
|
SOLE
DISPOSITIVE POWER
-
0 - |
8
|
SHARED
DISPOSITIVE POWER
6,903,267
(7) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,903,267 (7)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.2%
(8) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
(7)
Includes (i) 6,597,672 shares of Common Stock and (ii) 305,595 shares of Common Stock issuable upon exercise of the Warrants.
(8)
The calculation assumes that there is a total of 96,141,823 shares of Common Stock outstanding, which is the sum of (i) the 95,836,228
shares of Common Stock outstanding as of October 31, 2023, as reported on the Issuer’s Quarterly Report on Form 10-Q filed
with the Commission on November 8, 2023, and (ii) the 305,595 shares of Common Stock issuable upon exercise of the Warrants reported
herein.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 6
of 10 |
| Item
1(a). | Name
of Issuer: |
Progyny,
Inc. (the “Issuer”)
| Item
1(b). | Address
of Issuer’s Principal Executive Offices: |
1359
Broadway
New
York, New York 10018
| Item
2(a). | Name
of Person Filing: |
This
Amendment No. 4 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP
A”), David Bonderman, James G. Coulter and Jon Winkelried (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.
TPG
GP A is the managing member of each of (i) 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, and (ii) Alabama Investments
(Parallel) GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments
(Parallel), LP, a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership,
and (c) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership, which, collectively with TPG Group
Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, 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., a Delaware
corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG
Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, 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 Operating Group 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) 6,597,672 shares of Common Stock and (ii) Warrants to purchase an aggregate
of 305,595 shares of Common Stock.
Because
of TPG GP A’s relationship to TPG Biotech III, TPG GP A may be deemed to be the beneficial owner of the securities held
by TPG Biotech III. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. 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 be
the beneficial owners of the shares of Common Stock held TPG Biotech III. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial
ownership of such 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 Inc.
301
Commerce Street, Suite 3300
Fort Worth, Texas 76102
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”)
74340E103
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 7
of 10 |
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.
See
responses to Item 11 on each cover page.
| (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.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 8
of 10 |
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.
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 9
of 10 |
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, 2024
| |
TPG
GP A, LLC |
| |
|
| |
By: |
/s/
Bradford Berenson |
|
| |
Name: |
Bradford
Berenson |
|
| |
Title: |
General
Counsel |
|
| |
|
|
|
| |
David
Bonderman |
| |
|
| |
By: |
/s/
Gerald Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of David Bonderman (9) |
|
| |
|
|
|
| |
James
G. Coulter |
| |
|
| |
By: |
/s/
Gerald Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of James G. Coulter (10) |
|
| |
|
|
|
| |
Jon
Winkelried |
|
| |
|
|
|
| |
By: |
/s/
Gerald Neugebauer |
|
| |
Name: |
Gerald
Neugebauer, on behalf of Jon Winkelried (11) |
|
| |
|
|
|
(9)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC
File No. 001-41617).
(10)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No.
001-41617).
(11)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10,
2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC
File No. 001-41617).
| CUSIP
No. 74340E103 |
Schedule
13G |
Page 10
of 10 |
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 Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG
Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter,
Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to
Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022
with respect to the shares of common stock of Allogene Therapeutics, Inc.
Progyny (NASDAQ:PGNY)
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