SC 13G/A

Names of Reporting Persons

Macquarie Group Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Sydney, New South Wales Australia

SC 13G/A 1 d441493dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Progyny Inc.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

74340E103

(CUSIP Number)

December 30, 2022

(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 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 the 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 (“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).

Page 1 of 11

CUSIP No. 74340E103

Page 2 of 11

CUSIP No. 74340E103

Page 3 of 11

CUSIP No. 74340E103

Page 4 of 11

Item 1.

(a)

Name of Issuer

Progyny Inc.

(b)

Address of Issuer’s Principal Executive Offices

1359 Broadway Ste 4, New York, NY 10018

Item 2.

(a)

Name of Person Filing

This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc and Macquarie Investment Management Business Trust

(b)

Address of Principal Business Office or, if none, Residence

The principal business address of Macquarie Group Limited is 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103.

(c)

Citizenship

Macquarie Group Limited—Sydney, New South Wales, Australia Corporation

Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust – incorporated or formed under the laws of the State of Delaware.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

74340E103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

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

(c)	☐	Insurance company as defined in section 3(a)(19) of the 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)	☒	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☒	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A 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:____________________________

Page 5 of 11

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

See responses on the cover page hereto.

(b)

Percent of class:

See responses on the cover page hereto.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See responses on the cover page hereto.

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

See responses on the cover page hereto.

(iv)

Shared power to dispose or to direct the disposition of

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 or Control Person

See Exhibit A.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 11

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.


Macquarie Group Limited						February 14, 2023
						Date

/s/ Michael Wainer						/s/ Charles Glorioso
Signature						Signature

Michael Wainer Associate Director						Charles Glorioso Division Director

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.


Macquarie Management Holdings, Inc.						February 14, 2023
						Date

/s/ Brian L. Murray
Signature


Brian L. Murray Chief Compliance Officer


Macquarie Investment Management Business Trust						February 14, 2023
						Date

/s/ Brian L. Murray
Signature


Brian L. Murray Chief Compliance Officer

Page 7 of 11

SEC Form SC 13G/A filed by Progyny Inc. (Amendment)