SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
Progyny, Inc.
(Name of Issuer)
Common Stock
(Title 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)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for 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 on 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 (“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).
(Continued on following pages)
Page1 of 8
Exhibit Index on Page 7
| CUSIP #74340E103 | Page 2 of 8 |
| 1 | NAME OF REPORTING PERSONS Kleiner Perkins Caufield & Byers XIII, LLC (“KPCB XIII”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 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 18,149,142 shares (including 527,246 shares represented by common stock warrants), except that KPCB XIII Associates, LLC (“Associates”), the managing member of KPCB XIII, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 18,149,142 shares (including 527,246 shares represented by common stock warrants), except that Associates, the managing member of KPCB XIII, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 18,149,142 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.6% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP #74340E103 | Page 3 of 8 |
| 1 | NAME OF REPORTING PERSONS KPCB XIII Associates, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 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 18,149,142 shares (including 527,246 shares represented by common stock warrants), all of which are directly owned by KPCB XIII. Associates, the managing member of KPCB XIII, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 18,149,142 shares (including 527,246 shares represented by common stock warrants), all of which are directly owned by KPCB XIII. Associates, the managing member of KPCB XIII, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 18,149,142 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | x |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 21.6% |
| 12 | TYPE OF REPORTING PERSON | OO |
| CUSIP #74340E103 | Page 4 of 8 |
| 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, NY 10016 | |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This Schedule is filed by Kleiner Perkins Caufield & Byers XIII, LLC, a Delaware limited liability company and KPCB XIII Associates, LLC, a Delaware limited liability company. The foregoing entities are collectively referred to as the “Reporting Persons.” | |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
| The address for each of the Reporting Persons is: | |
| c/o Kleiner Perkins Caufield & Byers | |
| 2750 Sand Hill Road | |
| Menlo Park, California 94025 | |
| ITEM 2(C). | CITIZENSHIP |
| See Row 4 of cover page for each Reporting Person. | |
| ITEM 2(D). | TITLE OF CLASS OF SECURITIES |
| Common Stock, $.0001 par value | |
| 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: |
| Not applicable. |
| CUSIP #74340E103 | Page 5 of 8 |
| ITEM 4. | OWNERSHIP | |||
| The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2019: | ||||
| (a) | Amount beneficially owned: | |||
| See Row 9 of cover page for each Reporting Person. | ||||
| (b) | Percent of Class: | |||
| See Row 11 of cover page for each Reporting Person. | ||||
| (c) | Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: | |||
| See Row 5 of cover page for each Reporting Person. | ||||
| (ii) | Shared power to vote or to direct the vote: | |||
| See Row 6 of cover page for each Reporting Person. | ||||
| (iii) | Sole power to dispose or to direct the disposition of: | |||
| See Row 7 of cover page for each Reporting Person. | ||||
| (iv) | Shared power to dispose or to direct the disposition of: | |||
| See Row 8 of cover page for each Reporting Person. | ||||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS | |||
| Not applicable. | ||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |||
| Under certain circumstances set forth in the limited liability company agreements of the Reporting Persons, the members of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a member. | ||||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY | |||
| Not applicable. | ||||
| 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 #74340E103 | Page 6 of 8 |
SIGNATURES
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.
Date: February 12, 2020
| KLEINER PERKINS CAUFIELD & BYERS XIII, LLC, | ||
| a Delaware limited liability company | ||
| By: KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| CUSIP #74340E103 | Page 7 of 8 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 8 |
| CUSIP #74340E103 | Page 8 of 8 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 12, 2020
| KLEINER PERKINS CAUFIELD & BYERS XIII, LLC, | ||
| a Delaware limited liability company | ||
| By: KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company, its managing member | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
| KPCB XIII ASSOCIATES, LLC, a Delaware limited liability company | ||
| By: | /s/ Susan Biglieri | |
| Susan Biglieri | ||
| Chief Financial Officer | ||
