SecProbe.io

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 May 15, 2025

Allison Swartz
General Counsel
Progyny, Inc.
1359 Broadway
New York, NY 10018

 Re: Progyny, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-39100
Dear Allison Swartz:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
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CORRESP
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 commentresponseletter10k

 progyny.com 1359 Broadway, 2nd Floor, New York, NY 10018 May 5, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Al Pavot and Jeanne Baker Re: Progyny, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-39100 Dear Mr. Pavot and Ms. Baker: Progyny, Inc. (the “Company”, “we” or “our”) submits this letter in response to comments from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated March 24, 2025 relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024, as filed with the Commission on March 3, 2025 (the “2024 Form 10- K”). For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the 2024 Form 10-K. Form 10-K for the Fiscal Year Ended December 31, 2024 Financial Statements Note 2. Revenue Recognition, page 71 1. Your disclosure indicates that the sources of consideration from your revenue contracts are all variable. Please expand your disclosures to state how you estimate the variable consideration, and whether the estimate is constrained. Refer to ASC 606- 10-25-2(e) and 606-10-32. Tell us how you determined that it was probable that you will collect substantially all of the consideration to which you are entitled under your revenue contracts. See ASC 606-10-55-3A through 55-3. Finally, provide the disclosures required by ASC 606-10-50-17 and 50-20. Company Response: The Company respectfully acknowledges the Staff’s comment and will revise its disclosures in Note 2, Revenue Recognition in its future filings with the SEC to provide

 further clarity on its variable consideration and significant judgements in accordance with ASC 606-10-17 and 50-20. Both Progyny’s fertility and pharmacy benefits solutions include a single performance obligation, which is a stand-ready obligation that is a series of distinct days of service satisfied over the contract term. Progyny’s fertility and pharmacy benefits solutions contracts include both the following sources of consideration, which are variable: a per employee per month (‘‘PEPM”) administration fee (in most, but not all contracts) and a stated fixed rate per Smart Cycle or fertility drug dispensed, respectively. The PEPM administration fee, which although based on a fixed rate, is contingent upon the number of employees covered by the benefit and represents 1% of total revenue. Progyny’s contracts also include potential service level agreement refunds, based on a percentage of the PEPM fee, related to outcome-based service metrics for a full plan year, which have not historically resulted in significant adjustments to the transaction price. The PEPM administration fee, net of service level agreement refunds, is estimated using the expected value method and is allocated between the fertility benefits solution and the pharmacy benefits solution based on relative standalone selling price. The fees for Smart Cycles and fertility drugs, which, although based on fixed rates per cycle or fertility drug, are contingent upon how many Smart Cycles are completed or prescriptions are filled and delivered to members. The fixed rate per Smart Cycle or fertility drug meet the variable consideration allocation exception as the usage-based fees relate specifically to the entity’s efforts to satisfy the performance obligation to provide services and are allocated to the distinct period during which the related fertility services were performed or drugs delivered as those fees relate specifically to the Company’s efforts to provide its benefits in those periods. There is no constraint on variable consideration included within Progyny’s fertility benefits contracts as it is not probable that a significant reversal of revenue will occur in future periods. The Company also respectively advises the Staff that it determines it is probable it will collect substantially all of the consideration to which it is entitled to under its revenue contracts after considering all relevant facts and circumstances, including, but not limited to, the items as discussed below. The Company’s customers primarily include large self-insured employers and labor populations with at least 1,000 employees, which included 473 employers as of December 31, 2024. The Company evaluates its customers’ ability and intent to pay the amount of consideration when it is due based on consideration of the financial condition of its customers, the contractual terms within its agreements with customers, and the

 Company’s customary business practices in order to conclude that its contracts represent a substantive transaction between the Company and its customers. The Company’s contracts, which create enforceable rights and obligations, include standard contractual terms requiring payment between 30 to 60 days from the invoice issuance. In the event that a customer fails to pay consideration when it is due, the Company has the ability to terminate the contract and to cease transferring any future services to its customers, which would limit future exposure to credit risk. In addition, the Company does not expect, nor does it have a historical business practice or policy, to provide non-contractual price concessions or otherwise accept a lower amount of consideration than that which the customer is contractually obligated to pay. The Company further notes its receivables include amounts billed to customers (referred to as client billings) as well as individual members for their cost share (e.g. deductibles and coinsurance) associated with using the Company’s services. The Company’s collection rate is approximately 99% of total client billings and 90% of total members billings. In addition, the nature of its billings to members and, to a lesser extent, clients are high volume but low dollar individual transactions. Given these strong collection rates and low individual transaction value, there is no indication of significant collectability issues related to the Company’s revenue contracts. As such, the Company believes it appropriately mitigates its exposure to credit risk and concludes its customers have the ability and intent to pay as amounts become due, and it is therefore probable the Company will collect substantially all of the consideration to which it will be entitled from its revenue contracts. The Company notes that its significant judgements in accordance with ASC 606-10- 50-17 and 606-10-50-20 relate to its estimate of revenue recognized in the period as disclosed in the accrued receivables disclosure in the consolidated financial statements. A draft of the Company’s proposed disclosure is included below. For the Staff’s convenience, the proposed new text is underlined below. Notes to Consolidated Financial Statements Note 2 – Revenue Recognition Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to clients in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

 The Company applies the following five-step model to recognize revenue from contracts with clients: •Identification of the contract, or contracts, with a client •Identification of the performance obligations in the contract •Determination of the transaction price •Allocation of the transaction price to the performance obligations in the contract; and •Recognition of revenue when, or as, a performance obligation is satisfied Progyny’s contracts typically have a stated term of three years and include contractual termination options after the first year, allowing the client to terminate the contract with 30 to 90 days’ notice. Fertility Benefits Solution Revenue Progyny primarily generates revenue through its fertility benefits solution, in which Progyny provides self-insured enterprise entities (‘‘clients”) and their employees and partners (together, ‘‘members”) with fertility benefits. As part of the fertility benefits solution, Progyny provides access to effective and cost-efficient fertility treatments, referred to as Smart Cycles, as well as other related services. Smart Cycles are proprietary treatment bundles that include certain medical services available to members through Progyny’s proprietary, credentialed network of provider clinics. In addition to access to Progyny’s Smart Cycle treatment bundles and access to Progyny’s network of provider clinics, the fertility benefits solution includes other comprehensive services, which Progyny refers to as care management services, such as active management of the provider clinic network, real-time member eligibility and treatment authorization, member-facing digital tools throughout the Smart Cycle and detailed quarterly reporting all supported by client facing account management and end-to-end comprehensive member support provided by Progyny’s in house staff of PCAs. The promises within Progyny’s fertility benefits contract with a client represent a single performance obligation because Progyny provides a significant service of integrating the Progyny designed Smart Cycles and access to the fertility treatment services provided by provider clinics with the other comprehensive services into the combined fertility benefits solution that the client contracted to receive. Progyny’s fertility benefits solution is a stand-ready obligation that is satisfied over the contract term.

 Progyny’s contracts include the following sources of consideration, which are all variable: a per employee per month (‘‘PEPM’’) administration fee (in most, but not all contracts), and a fixed rate per Smart Cycle. The PEPM administration fee is estimated using the expected value method and is allocated between the fertility benefits solution and the pharmacy benefits solution based on standalone selling price, estimated using an expected cost-plus margin method. The Company allocates the variable consideration related to the The fixed rate per Smart Cycle meets the variable consideration allocation exception as the usage-based fees relate specifically to the Company’s efforts to satisfy the performance obligation to provide services and is allocated to the distinct period during which the related services were performed as those fees relate specifically to the Company’s efforts to provide its fertility benefits solution to its clients in the period and represents the consideration the Company is entitled to for the fertility benefits services provided. As a result, the fixed rate per Smart Cycle is included in the transaction price for the fertility benefits solution. and recognized in the period in which the Smart Cycle is provided to the member. Progyny’s contracts also include potential service level agreement refunds related to outcome-based service metrics. These service level refunds, which are determined based on results of a full plan year, if met, are based on a percentage of the PEPM fee paid by clients. The Company estimates the variable consideration related to the total PEPM administration fee, less estimated refunds related to service level agreements using the expected value method and recognizes the amounts allocated to the fertility benefits solution ratably over the contract term. Progyny’s estimates of service level agreement refunds, have not historically resulted in significant adjustments to the transaction price. There is no constraint on variable consideration within Progyny’s fertility benefits contracts. The Company recognizes revenue for its fertility benefit solution in the period in which the Smart Cycle services are provided to the member. The services provided in a reporting period are based on actual claims received from the provider clinic and an estimate of services provided but for which a claim has not been received at the end of the reporting period, which we refer to as accrued receivables, and is discussed in further detail below. Clients are typically invoiced on a monthly basis for the PEPM administration fee. Progyny invoices its clients and members for their respective portions of the fixed rate per Smart Cycle bundle when all treatment services within a Smart Cycle are completed by the provider clinic. Once an invoice is issued, payment terms are typically between 30 to 60 days.

 The Company assesses whether it is the principal or the agent for each arrangement with a client, since fertility treatment services are provided by a third party—the provider clinics. The Company is the principal in its arrangements with clients and therefore presents revenue gross of the amounts paid to the provider clinics because Progyny controls the specified service (the fertility benefits solution) before it is transferred to the client. Progyny integrates the fertility treatment services provided by the provider clinics into the overall fertility benefits solution that the client contracted to receive. In addition, Progyny defines the scope of the potential services to be performed by the provider clinics and monitors the performance of the provider clinics. Furthermore, Progyny is primarily responsible for fulfilling the promise to the client and has discretion in setting the pricing, as Progyny separately negotiates agreements with the provider clinics, which establish pricing for each treatment service. Pricing of services from provider clinics is independent from the fees charged to clients. Pharmacy Benefits Solution Revenue For clients that have the fertility benefits solution, Progyny offers, as an add-on, its pharmacy benefits solution, which is a separate, fully integrated pharmacy benefit. As part of the pharmacy benefits solution, Progyny provides care management services, which include Progyny’s formulary plan design, prescription fulfillment, simplified authorization and timely delivery of the medications used during treatment through Progyny’s network of specialty pharmacies, and clinical services consisting of member assessments, UnPack It calls, telephone support, online education, medication administration training, pharmacy support services and continuing PCA support. The pharmacy-related promises represent a single performance obligation because Progyny provides a significant service of integrating the formulary plan design, prescription fulfillment, clinical services and PCA support into the combined pharmacy benefits solution that the client contracted to receive. The pharmacy benefits solution is a stand- ready obligation that is satisfied over the contract term. Progyny’s contracts include the following sources of consideration, all of which are variable: a PEPM administration fee (in most, but not all contracts) and a fixed fee per fertility drug. As described above, the PEPM administration fee, less estimated refunds related to service level agreements, is allocated to the pharmacy benefits solution and recognized ratably over the contract term. The Company allocates the variable consideration related to the The fixed fee per fertility drug meets the variable consideration allocation exception as the usage-based fees relate specifically to the Company’s efforts to satisfy the performance obligation to provide services and is allocated to the distinct period during which the related services were performed, as those fees relate specifically

 to the Company’s efforts to provide its pharmacy benefits solution to clients in the period and represents the consideration the Company is entitled to for the pharmacy benefits services provided. As a result, the fixed fee per fertility drug is included in the transaction price and recognized in the period in which the Compan

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 March 24, 2025

Allison Swartz
General Counsel
Progyny, Inc.
1359 Broadway
New York, NY 10018

 Re: Progyny, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-39100
Dear Allison Swartz:

 We have reviewed your filing and have the following comments. Please
respond to
this letter within ten business days by providing the requested information or
advise us as
soon as possible when you will respond. If you do not believe a comment applies
to your
facts and circumstances, please tell us why in your response. After reviewing
your response
to this letter, we may have additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Financial Statements
Note 2. Revenue Recognition, page 71

1. Your disclosure indicates that the sources of consideration from your
revenue
 contracts are all variable. Please expand your disclosures to state how
you estimate the
 variable consideration, and whether the estimate is constrained. Refer
to ASC 606-10-
 25-2(e) and 606-10-32. Tell us how you determined that it was probable
that you will
 collect substantially all of the consideration to which you are entitled
under your
 revenue contracts. See ASC 606-10-55-3A through 55-3. Finally, provide
the
 disclosures required by ASC 606-10-50-17 and 50-20.
Note 2. Accounts Receivable and Allowance for Doubtful Accounts, page 73

2. We note that your allowance for doubtful accounts is material in
relation to your
 accounts receivable balance. Tell us and revise your disclosures to
address the
 estimates and assumptions underlying your determination of the allowance
as well as
 your write-off policy. Identify the point in time at which you (i)
provide an allowance
 and (ii) write off a receivable, including the extent to which your
allowance and write-
 offs are made on a specific versus general basis. Given your allowance
for doubtful
 accounts represents approximately 20% of your gross accounts receivable
balance,
 March 24, 2025
Page 2

 please revise your disclosures to explain the underlying factors that
result in the
 allowance, including whether potential collectability issues associated
with your
 accounts receivable are due to the nature of your customers, the nature
of your
 products or other factors.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff. Please contact Al Pavot at 202-551-3738 or Jeanne Baker
at 202-551-
3691 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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September 5, 2024
Peter Anevski
Chief Executive Officer
Progyny, Inc.
1359 Broadway, 2nd Floor
New York, New York 10018
Re:Progyny, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2024
File No. 001-39100
Dear Peter Anevski:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
cc:Rita Patel, Esq.

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    DLA Piper LLP (US)  1251 Avenue of the Americas   New York, NY 10020   www.dlapiper.com      T   212.335.4500  F   212.335.4501      1    August 27, 2024  U.S. Securities and Exchange Commission  Division of Corporation Finance  Disclosure Review Program  100 F Street, N.E.  Washington, D.C. 20549    Attention: Conlon Danberg                   Daniel Crawford    Re: Progyny, Inc.   Definitive Proxy Statement on Schedule 14A  Filed April 12, 2024  File No. 001-39100    Ladies and Gentlemen:  On behalf of our client, Progyny, Inc. (the “Company”), we submit this letter setting forth the responses of  the Company to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of  the U.S. Securities and Exchange Commission (the “Commission”) in your letter dated August 15, 2024  (the “Comment Letter”), regarding the above-referenced filing (the “Schedule 14A”).      We are authorized by the Company to provide the responses contained in this letter on its behalf. For your  convenience, the text of the comment provided by the Staff in the Comment Letter is included in the bold  and numbered paragraph below, which corresponds to the numbered paragraph in the Comment Letter, and  is followed by the Company’s response.     Definitive Proxy Statement on Schedule 14A filed on April 12, 2024  Pay Versus Performance Table, page 44  1. Refer to the reconciliation table in footnotes 3 and 5 to your pay versus performance table. It  is unclear what amounts are reflected in the row titled “Plus/Less, year-over-year change in  fair value of equity awards granted in prior years that vested in the year” and “Plus/Less,  average year-over-year change in fair value of equity awards granted in prior years that  vested in the year.” Specifically, equity awards granted in prior years that vest during the  relevant year should be valued as the difference between the fair value as of the end of the  prior fiscal year and the vesting date, not the “year-over-year” change in value. Please ensure  that your table headings reflect the amounts used to calculate compensation actually paid.  Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.

  Company Response: The Company respectfully acknowledges the Staff’s comment and advises  the Staff that the Company will revise the two table row headings under the footnotes to its pay  versus performance table in its future filings with the SEC to provide further clarity on the valuation  of the amounts reflected in the reconciliation table as follows:    Footnote 3:     Current Row Heading: “Plus/Less, year-over-year change in fair value of equity awards  granted in prior years that vested in the year”    Modified Row Heading: “ Plus/Less, change in fair value from the end of the prior fiscal  year to the vesting date of equity awards granted in prior years that vested in the year”     Footnote 5:    Current Row Heading: “Plus/Less, average year-over-year change in fair value of equity  awards granted in prior years that vested in the year”    Modified Row Heading: “ Plus/Less, average change in fair value from the end of the prior  fiscal year to the vesting date of equity awards granted in prior years that vested in the  year”    The Company respectfully advises the Staff that the amounts included in the aforementioned rows  in the reconciliation table in footnotes 3 and 5 to its pay versus performance table are correct and  consistent with the calculations as required under Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.     The Company and its management acknowledge they are responsible for the accuracy and adequacy of  their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.     If you have any questions regarding the matters discussed above, please contact me at (202) 799-4242 or  via email at rita.patel@us.dlapiper.com.     Very truly yours,    /s/ Rita Patel    Rita Patel    cc: Peter Anevski, Progyny, Inc.

August 15, 2024
Peter Anevski
Chief Executive Officer
Progyny, Inc.
1359 Broadway, 2nd Floor
New York, New York 10018
Re:Progyny, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 12, 2024
File No. 001-39100
Dear Peter Anevski:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
            Please respond to this letter by providing the requested information  and/or confirming that
you will revise your future proxy disclosures in accordance with  the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional  comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance Table, page 44
1.Refer to the reconciliation table in footnotes 3 and 5 to your pay versus performance table.
It is unclear what amounts are reflected in the row titled “Plus/Less, year-over-year
change in fair value of equity awards granted in prior years that vested in the year” and
“Plus/Less, average year-over-year change in fair value of equity awards granted in prior
years that vested in the year.” Specifically, equity awards granted in prior years that vest
during the relevant year should be valued as the difference between the fair value as of the
end of the prior fiscal year and the vesting date, not the "year-over-year" change in value.
Please ensure that your table headings reflect the amounts used to calculate compensation
actually paid. Refer to Item 402(v)(2)(iii)(C)(1)(iv) of Regulation S-K.

August 15, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
            Please contact Conlon Danberg at 202-551-4466 or Daniel Crawford at 202-551-7767
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:Rita Patel, Esq.

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Progyny, Inc.

245 5th Avenue

New York, New York 10016

October 22, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Beverages, Apparel and Mining

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Pam Howell, Special Counsel

Ruairi Regan, Staff Attorney

Rufus Decker, Accounting Branch Chief

Steve Lo, Staff Accountant

RE:                          Progyny, Inc.

Registration Statement on Form S-1

File No. 333-233965

Ladies and Gentlemen:

Progyny, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on October 24, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Nicole Brookshire and Alison Haggerty of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Nicole Brookshire of Cooley LLP, counsel to the Registrant, at (617) 937-2357, or in her absence, Alison Haggerty at (212) 479-6596.

* * * * *

Very   truly yours,

PROGYNY, INC.

By:

/s/   David Schlanger

Name:

David   Schlanger

Title:

Chief   Executive Officer

cc:                                David Schlanger, Progyny, Inc.

Nicole C. Brookshire, Cooley LLP

Alison Haggerty, Cooley LLP

Deanna Kirkpatrick, Davis Polk & Wardwell LLP

Yasin Keshvargar, Davis Polk & Wardwell LLP

[SIGNATURE PAGE TO ACCELERATION REQUEST]

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J.P. Morgan Securities LLC
 383 Madison Avenue
 New York, New York 10179

Goldman Sachs & Co. LLC
 200 West Street
 New York, New York 10282

BofA Securities, Inc.
 One Bryant Park
 New York, New York 10036

October 22, 2019

Securities and Exchange Commission
 Division of Corporation Finance
 Mail Stop 4720

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:                                         Pam Howell, Special Counsel

Ruairi Regan, Staff Attorney

Rufus Decker, Accounting Branch Chief

Steve Lo, Staff Accountant

Re:                             Progyny, Inc. Registration Statement on Form S-1, as amended (File No. 333-233965)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Progyny Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Daylight Time, on October 24, 2019 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cooley LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 1,455 copies of the Preliminary Prospectus, dated October 15, 2019, and included in the above-named Registration Statement, as amended, were distributed during the period from October 15, 2019 through the date hereof, to prospective underwriters, institutions, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

J.P. MORGAN SECURITIES   LLC

GOLDMAN   SACHS & CO. LLC

BOFA   SECURITIES, INC.

Acting on behalf of   themselves and the several underwriters

by:

J.P. MORGAN SECURITIES   LLC

by:

/s/ Tommy Rueger

Tommy Rueger

Managing Director

by:

GOLDMAN   SACHS & CO. LLC

by:

/s/ Lyla Bibi

Lyla Bibi

Managing Director

by:

BOFA   SECURITIES, INC.

by:

/s/ Michele A. H. Allong

Michele A. H. Allong

Authorized Signatory

2

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Nicole C. Brookshire

Via EDGAR and   Overnight Courier

+1 617 937 2357

nbrookshire@cooley.com

October 15, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Pam   Howell, Special Counsel

Ruairi   Regan, Staff Attorney

Rufus   Decker, Accounting Branch Chief

Steve   Lo, Staff Accountant

Re:

Progyny, Inc.

Registration Statement on   Form S-1

Filed September 27, 2019

File No. 333-233965

Ladies and Gentlemen:

On behalf of Progyny, Inc. (the “Company”), we are providing this letter in response to the comment (the “Comment”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated October 1, 2019 with respect to the Company’s Registration Statement on Form S-1, as filed with the Staff on September 27, 2019 (the “Registration Statement”). The Company is concurrently filing Amendment No.1 to the Registration Statement (the “Amended Registration Statement”), which includes changes that reflect the response to the Comment as well as certain other updates. For your convenience we have incorporated your Comment into this response letter in italics.

Form S-1 filed September 27, 2019

Exhibits

1.              We note the three director nominees disclosed on page 111. Please file the consent of such individuals to be named director. See Rule 438 of Regulation C.

In response to the Staff’s Comment, the Company has filed such consents as Exhibits 99.1 through 99.3 to the Amended Registration Statement.

*

*

*

Cooley LLP   500 Boylston Street   Boston, MA   02116-3736
 t: (617) 937-2300  f: (617) 937-2400  cooley.com

Please contact me at (617) 937 2357 with any questions or further comments regarding our responses to the Staff’s Comments.

Sincerely,

/s/   Nicole C. Brookshire

Nicole   C. Brookshire

cc:

David   Schlanger, Progyny, Inc.

Mark   Weeks, Cooley LLP

Danielle   Naftulin, Cooley LLP

Alison   Haggerty, Cooley LLP

Deanna   Kirkpatrick, Davis Polk & Wardwell LLP

Yasin   Keshvargar, Davis Polk & Wardwell LLP

2

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*FOIA   Confidential Treatment Request*

Confidential   Treatment Requested by

Progyny,   Inc.

in   connection with Registration Statement

on Form   S-1 filed on September 27, 2019

Nicole C. Brookshire

+1 617 937 2357

nbrookshire@cooley.com

Via EDGAR and Overnight   Courier

October 4, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Pam Howell, Special Counsel

Ruairi Regan, Staff Attorney

Rufus Decker, Accounting Branch Chief

Steve Lo, Staff Accountant

Re:           Progyny, Inc.
 Registration Statement on Form S-1
 Filed on September 27, 2019
 File No. 333-233965

Ladies and Gentlemen:

On behalf of Progyny, Inc. (the “Company”), we are providing this letter to provide the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with an estimated Preliminary IPO Price Range (defined below) and a historical analysis of the determination of fair value of the Company’s common stock (the “Common Stock”) conducted by the Company’s Board of Directors (the “Board”).

Confidential Treatment Request

Due to the commercially sensitive nature of information contained in this letter, the Company hereby requests, pursuant to 17 C.F.R. §200.83, that certain portions of this letter be maintained in confidence, not be made part of any public record and not be disclosed to any person. The Company has filed a separate copy of this letter, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment. In accordance with 17 C.F.R. §200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect this letter, we request that we be immediately notified of any such request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days’ advance notice of any intended release so that the Company may, if it deems it to be necessary or appropriate, pursue any remedies available to it. In such event, we request that you telephone the undersigned at (617) 937-2357 rather than rely on the U.S. mail for such notice.

Cooley LLP   500 Boylston Street   Boston, MA   02116-3736
 t: (617) 937-2300  f: (617) 937-2400  cooley.com

[***] Certain information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

U.S. Securities and Exchange Commission

October 4, 2019

Page Two

Preliminary IPO Price Range

The Company supplementally advises the Staff that the Company preliminarily estimates a price range of $[***] to $[***] per share (the “Preliminary IPO Price Range”) for its initial public offering (“IPO”), which does not take into account a proposed 1-for-[***] reverse stock split of the Company’s capital stock (the “Stock Split”), which is anticipated to be effected prior to the filing of the Company’s preliminary prospectus that includes a bona fide price range. As is typical in IPOs, the Preliminary IPO Price Range was not derived using a formal determination of fair value, but was determined by discussions between the Company and the underwriters. The Preliminary IPO Price Range has been estimated based, in part, upon current market conditions, the Company’s financial condition and prospects and input received from representatives of the lead underwriters, including discussions that took place during the Company’s October 4, 2019 meeting of the Board. We are providing this information to you supplementally to facilitate your review process.

Historical Fair Value Determination and Methodology

As stated in the Registration Statement, the Company accounts for stock-based compensation expense related to stock-based awards based on the estimated fair value of the award on the grant date using the Black-Scholes option-pricing model. As described in the Registration Statement, this model requires the input of highly subjective assumptions, including the fair value of the underlying Common Stock. Set forth below is breakdown of all stock options granted by the Company in fiscal 2019 through the date of this letter as well as the fair value of the underlying Common Stock used to value such awards, as determined by the Board.

Grant Date

Number of Shares of Common
    Stock Underlying Equity Awards
   Granted

Exercise Price Per
   Share of Common
   Stock

Fair Value
   Per Share of Common
   Stock for Financial
   Reporting Purposes

February 27,   2019

829,400

$

0.33

$

0.813

May 22,2019

2,491,400

$

0.87

$

0.961

May 24,   2019

21,200,000

$

0.87

$

0.965

June 4,   2019

3,525,200

$

0.87

$

0.984

July 31,   2019

863,500

$

0.87

$

1.465

September 10,   2019

1,559,600

$

1.03

$

2.110

October 2,   2019

1,025,500

$

2.11

$

[***]

The estimate of the fair value per share of the Common Stock had been determined at each grant date by the Board, taking into account contemporaneous independent Common Stock valuation reports (“Valuation Reports”) from the specialist valuation practice of a professional third-party valuation firm commissioned by the Board.  Such Valuation Reports were performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuations of Privately-Held Company Equity Securities Issued as Compensation.

At each valuation date, the Company made a determination of enterprise value using either the market approach or a combination of the market and income approaches.  In deriving enterprise value using the

[***] Certain information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

U.S. Securities and Exchange Commission

October 4, 2019

Page Three

market approach, the Company used the Guideline Public Company Method (“GPCM”).  The GPCM derives market valuation multiples from the stock prices of comparable publicly traded companies. In deriving enterprise value using the income approach, the Company used the Discounted Cash Flow Method (“DCF”). Under the DCF, the Company’s next five years cash flows, including a terminal value at the end of year five anticipated cash flows, are discounted at the Company’s cost of capital. The sum of the present value of the projected cash flows over the discretely forecasted period and the present value of the terminal value yields the estimated enterprise value. The DCF requires significant assumptions, in particular, regarding the Company’s projected cash flows and the discount rate applicable to the Company’s business.

After determining enterprise value, the Valuation Reports utilized either the option pricing method (“OPM”) or a combination of OPM and the probability-weighted expected return method (“PWERM”) to allocate the enterprise value of the Company to the various classes and series of the Company’s capital stock.  Under the OPM, the value of an equity interest is modeled as a call option with a distinct claim on the enterprise value of the Company. The call right is valued using a Black-Scholes option pricing model.  The PWERM employs additional information not used in the OPM, including various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios, such as an initial public offering (“IPO”) or sale of the Company, as well as the probability of remaining a private Company.  The PWERM is typically used when the range of possible future outcomes and liquidity events for an enterprise, including an IPO, has narrowed, giving the enterprise a higher degree of confidence in the achievement of a particular outcome.  As such, the PWERM can give more weight to the likely liquidity scenarios as compared to the normative distribution of the outcomes in the OPM.

In determining the estimated fair value of the Common Stock as of each grant date, the Board also considered that the Common Stock is not currently freely tradable in the public markets.  Therefore, the estimated fair value of the Common Stock at each grant date reflects a discount for lack of marketability (“DLOM”) partially based on the anticipated likelihood and timing of a future liquidity event.  The probability and timing of each potential liquidity event and the weighting of the different valuation methods in the Valuation Reports were based upon discussions between the Board and management team.  In establishing the exercise price of the equity awards granted on each grant date, the Board relied on the most recent Valuation Report available to the Board at such time, which reflected a valuation of the underlying Common Stock, as well as all other information available to the Board that it deemed relevant.

For financial reporting purposes, and as further described below, the Company assessed the fair value used for computing stock-based compensation after considering the fair value reflected on the latest Valuation Report prior to the grant and the subsequent Valuation Report and other facts and circumstances on the date of grant and used a straight-line methodology to interpolate the estimated fair value between valuation dates. The Company believes that the straight-line methodology provides the most reasonable basis for the valuation of the Common Stock because the Company did not identify any single event that occurred during periods between valuation dates that would have caused a material change in fair value at the date of the grant.

The following are the key considerations in determining the value of the Common Stock at each valuation date:

February 2019 Grants

The Company, with the assistance of its independent, third-party valuation firm, performed a valuation of the Common Stock as of May 31, 2018, which Valuation Report was used in determining the fair value of Common Stock underlying the February 2019 grants.  Enterprise value was determined using the GPCM and DCF, each weighted at 50%.  Under the DCF, a cost of capital of 35% was applied, in light of the fact that the Company was in the expansion stage of development and still had to overcome many technical risks and issues.  Enterprise value was allocated to the Company’s various classes of capital stock using the OPM. A DLOM of 25% was applied to the Common Stock.  The resulting fair value of each share of

[***] Certain information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

U.S. Securities and Exchange Commission

October 4, 2019

Page Four

Common Stock was $0.33 on a non-marketable, minority basis. The Company then retrospectively assessed the fair value of the Common Stock associated with the February 27, 2019 grants using a straight-line methodology from the May 31, 2018 Valuation Report through the March 31, 2019 Valuation Report, and determined a deemed fair value per share for financial accounting purposes of $0.813.

May, June and July 2019 Grants

The Company, with the assistance of its independent, third-party valuation firm, performed a valuation of the Common Stock as of March 31, 2019, which Valuation Report was used in determining the fair value of Common Stock underlying the May, June and July 2019 grants. Enterprise value was determined using the GPCM and DCF, each weighted at 50%. Under the DCF, a cost of capital of 35% was applied, in light of the fact that the Company was in the IPO stage of development and faced risks related to market penetration, execution and competition. Enterprise value was allocated to the Company’s various classes of capital stock using the OPM and PWERM weighted at 90% and 10%, respectively. In applying the PWERM, early (10/31/2019) and late (3/31/2020) IPO scenarios were each weighted at 50%. A DLOM of 25% for the OPM and 10% and 15% for the early and late IPO scenarios, respectively, were applied to the Common Stock. The resulting fair value of each share of Common Stock was $0.87 on a non-marketable, minority basis. The Company then retrospectively assessed the fair value of the Common Stock associated with the May 22, May 24, June 4, and July 31, 2019 grants using a straight-line methodology from the March 31, 2019 Valuation Report through the June 30, 2019 Valuation Report and the September 15, 2019 Valuation Report, as applicable, and determined a deemed fair value per share for financial accounting purposes of $0.961, $0.965, $0.984 and $1.465, respectively.

The primary factors that resulted in an increase in the fair value of the Common Stock during this period was progress toward a potential IPO, including meeting with investment bankers and selecting legal counsel, and management’s expectations that an IPO could occur early in the fourth quarter of 2019.  The Company believes it was appropriate to introduce the PWERM at this point in time given that it had begun to plan for a potential IPO.

September 2019 Grants

The Company, with the assistance of its independent, third-party valuation firm, performed a valuation of the Common Stock as of June 30, 2019, which Valuation Report was used in determining the fair value of Common Stock underlying the September 2019 grants. Enterprise value was determined using the GPCM and DCF, each weighted at 50%.  Under the DCF, a cost of capital of 35% was applied, in light of the fact that the Company was in the IPO stage of development and faced risks related to market penetration, execution and competition. Enterprise value was allocated to the Company’s various classes of capital stock using the OPM and PWERM weighted at 85% and 15%, respectively. In applying the PWERM, early (10/31/2019) and late (3/31/2020) IPO scenarios were each weighted at 50%. A DLOM of 25% for the OPM and 10% and 10% for the early and late IPO scenarios, respectively, were applied to the Common Stock. The resulting fair value of each share of Common Stock was $1.03 on a non-marketable, minority basis. The Company then retrospectively assessed the fair value of the Common Stock associated with the September 10, 2019 grants in light of the September 15, 2019 Valuation Report, and determined a deemed fair value per share for financial accounting purposes of $2.110.

The primary factors that resulted in an increase in the fair value of the Common Stock during this period were continued progress toward a potential IPO, including the Company’s initial confidential submission of its Draft Registration Statement on Form S-1, as well as the Company’s projected revenue growth.

[***] Certain information contained in this letter, marked by brackets, has been omitted and filed separately with the Commission pursuant to 17 C.F.R. §200.83.

U.S. Securities and Exchange Commission

October 4, 2019

Page Five

October 2019 Grants

The Company, with the assistance of its independent, third-party valuation firm, performed a valuation of the Common Stock as of September 15, 2019, which Valuation Report was used in determining the fair value of Common Stock underlying the October 2019 grants. Enterprise value was determined using the GPCM and DCF, each weighted at 50%.  Under the DCF, a cost of capital of 30% was applied, in light of the fact that the Company was in the IPO stage of development and faced risks related to market penetration, execution and competition. Enterprise value was allocated to the Company’s various classes of capital stock using the OPM and PWERM weighted at 40% and 60%, respectively. In applying the PWERM, early (10/31/2019) and late (3/31/2020) IPO scenarios were weighted 75% and 25%, respectively. A DLOM of 25% for the OPM and 5% a

October 1, 2019
David Schlanger
Chief Executive Officer
Progyny, Inc.
245 5th Avenue
New York, New York 10016
Re:Progyny, Inc.
Registration Statement on Form S-1
Filed September 27, 2019
File No. 333-233965
Dear Mr. Schlanger :
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed September 27, 2019
Exhibits
1.We note the three director nominees disclosed on page 111.  Please file the consent of
such individuals to be named director.  See Rule 438 of Regulation C.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDavid  Schlanger
 Comapany NameProgyny, Inc.
 October 1, 2019 Page 2
 FirstName LastName
David  Schlanger
Progyny, Inc.
October 1, 2019
Page 2
            You may contact Ruairi Regan at 202-551-3269 or Pamela Howell at 202-551-3357 with
any  questions.
Sincerely,
Division of Corporation Finance
CF Office of Life Sciences
cc:       Alison Haggerty, Esq.

September 20, 2019
David Schlanger
Chief Executive Officer
Progyny, Inc.
245 5th Avenue
New York, New York 10016
Re:Progyny, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted on September 11, 2019
CIK No. 0001551306
Dear Mr. Schlanger :
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement of Form S-1
The Offering, page 15
1.Please revise the disclosure in this section to be as of the same date as the common stock
outstanding as disclosed in the principal and selling stockholders information on page
131.  Similarly revise disclosure beginning on 134.
Our Clients, page 103
2.We note your response to prior comment 6 regarding your customers; however, it is
unclear how you concluded that the identity of your principal customers, including a
customer who represented 17% of your business in the first six months of 2019 is not
material.  We note Item 101(c)(vii) requires a registrant to identify customers if sales

 FirstName LastNameDavid  Schlanger
 Comapany NameProgyny, Inc.
 September 20, 2019 Page 2
 FirstName LastName
David  Schlanger
Progyny, Inc.
September 20, 2019
Page 2
equal 10 percent or more and the loss of such customer would have a material adverse
effect.  Please provide an expanded analysis that explains clearly your conclusion that the
loss of such customers would not have a material adverse effect, or disclose the names of
such customers.  We note your risk factor disclosure on page 23 regarding the loss of such
customers.
Executive Compensation, page 116
3.We note your revisions in response to prior comment 8.  Please further revise your
disclosure to describe clearly the material terms of the merit based discretionary
bonus awards made to named executives during the last completed fiscal year, including a
general description of the formula or criteria to be applied in determining the amounts
payable.  See Item 402(o) of Regulation S-K.
            You may contact Ruairi Regan at 202-551-3269 or Pamela Howell, Special Counsel, at
202-551-3357 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Alison Haggerty, Esq.

August 26, 2019
David Schlanger
Chief Executive Officer
Progyny, Inc.
245 5th Avenue
New York, New York 10016
Re:Progyny, Inc.
Draft Registration Statement on Form S-1
Submitted on August 2, 2019
CIK No. 0001551306
Dear Mr. Schlanger :
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on August 2, 2019
General
1.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Use of Proceeds, page 52
2.You state that you cannot identify with certainty all of the particular uses for the net
proceeds from this offering.  Please disclose the uses you can identify and state the
approximate amount of proceeds you intend to use for each identified purpose.  Tell us

 FirstName LastNameDavid  Schlanger
 Comapany NameProgyny, Inc.
 August 26, 2019 Page 2
 FirstName LastNameDavid  Schlanger
Progyny, Inc.
August 26, 2019
Page 2
why you cannot identify all of the particular uses at this time.  See Item 504 of Regulation
S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparison of Years Ended December 31, 2017 and 2018, page 71
3.For the periods presented, please discuss your benefit for income taxes, including the
reasons for no benefit or provision for the three months ended March 31, 2019.  Refer to
Item 303(a)(3) of Regulation S-K.
Liquidity and Capital Resources, page 72
4.Please provide the basis for the statement that cash and cash equivalents and cash flow
from operations will be sufficient to support working capital and capital expenditure
requirements for the next twelve months.  We note that you had negative cash flows from
operations for the three months ended March 31, 2019.  If cash raised from this offering
will be used to support working capital and capital expenditures, please revise to clarify.
Liquidity and Capital Resources
Operating Activities, page 73
5.Your discussion of operating cash flows recites the numbers from your consolidated
statements of cash flows.  Please revise your discussion to identify and describe the
primary drivers of your operating cash flows and discuss the underlying reasons for
increases/decreases in non-cash items and significant changes in assets and liabilities that
cause your operating cash flows to fluctuate.  For guidance, refer to SEC Release No. 33-
8350.
Business
Our Clients, page 98
6.We note your disclosure on page 98 that you have several customers that accounted for at
least 10% of total revenue in 2018. Please furnish the information required by Item
101(c)(vii) of Regulation S-K, including the names of such customers.
Legal Proceedings, page 104
7.Please disclose the amount of damages, fees, interest and costs the vendor is seeking, if
known.
Executive Compensation, page 111
8.Please revise the narrative following the summary compensation table to discuss in greater
detail the merit-based discretionary bonuses and the housing allowance.  See Item 402(o)
of Regulation S-K.

 FirstName LastNameDavid  Schlanger
 Comapany NameProgyny, Inc.
 August 26, 2019 Page 3
 FirstName LastName
David  Schlanger
Progyny, Inc.
August 26, 2019
Page 3
Principal and Selling Stockholders, page 126
9.We note that the beneficial ownership is as of April 30, 2019.  Please update as of the
most recent practicable date.  See Item 403 of Regulation S-K.  Similarly, update the
common stock outstanding as of March 31, 2019 on page 13.
Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Accounts Receivable and Allowance for Doubtful Accounts, page F-12
10.Please provide a rollforward of the activity in your accounts receivable allowances, other
valuation accounts and reserves in your footnotes or in Schedule II, or provide to us your
materiality assessment indicating why such disclosure is not necessary.  Refer to Rules 5-
04 and 12-09 of Regulation S-X.
Undertakings, page II-3
11.Please add the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of
Regulation S-K.  Item 512(a)(5)(ii) is required for any prospectus filed in reliance on Rule
430C and Item 512(a)(6) is required for any offering that involves an initial distribution of
securities pursuant to Rule 159A.  For guidance, refer to Securities Act Rules Compliance
and Disclosure Interpretation, Question 229.01.
            You may contact Steve Lo at 202-551-3394 or Rufus Decker, Accounting Branch Chief,
at 202-551-3769 if you have questions regarding comments on the financial statements and
related matters.  Please contact Ruairi Regan at 202-551-3269 or Pam Howell, Special
Counsel, at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Alison Haggerty, Esq.