Chief Legal Officer Girolamo Todd C converted options into 81,928 units of Class A Ordinary Shares, increasing direct ownership by 100% to 163,856 units (SEC Form 4)
$PROK
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROKIDNEY CORP. [ PROK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 07/31/2024 | C | 81,928 | A | $0 | 163,856 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares(1) | $0 | 07/31/2024 | C | 81,928 | (2) | (2) | Class A Ordinary Shares | 81,928 | $0 | 163,857 | D | ||||
| Common Units in ProKidney LP | $0 | 07/31/2024 | C | 81,928 | (3) | (3) | Class A Ordinary Shares | 81,928 | $0 | 163,857 | D | ||||
| Explanation of Responses: |
| 1. The Class B Ordinary Shares and the Common Units in ProKidney LP (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and and the Second Amended and Restated Company Partnership Agreement, each Class B Ordinary Share, together with a paired Common Unit, may be exchanged for Class A Ordinary Shares on a one-for-one basis. |
| 2. The Class B Ordinary Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Ordinary Shares do not expire. |
| 3. The Common Units were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP. The Common Units do not expire. |
| /s/ Todd Girolamo | 08/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||