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Filing Details

Accession Number:: 0001140361-24-026549
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-16 20:22:03
Reporting Period:: 2024-03-13

Accepted Time:: 2024-05-16 20:22:03
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1850270	Prokidney Corp.	PROK	()	O5

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1273693	C.v. De S.a. Capitales De Empresarial Control	Paseo De Las Palmas 781, Piso 3 Lomas De Chapultepec Ciudad De Mexico O5 11000		No	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Ordinary Shares (As Defined In Exhibit 99.1 Hereto)	Acquisiton	2024-03-13	50,000	$1.50	63,168,645	No	4	P	Direct
Class A Ordinary Shares (As Defined In Exhibit 99.1 Hereto)	Acquisiton	2024-03-14	50,000	$1.36	63,218,645	No	4	P	Direct
Class A Ordinary Shares (As Defined In Exhibit 99.1 Hereto)	Acquisiton	2024-03-20	33,000	$1.40	63,251,645	No	4	P	Direct
Class A Ordinary Shares (As Defined In Exhibit 99.1 Hereto)	Acquisiton	2024-03-22	14,000	$1.40	63,265,645	No	4	P	Direct
Class A Ordinary Shares (As Defined In Exhibit 99.1 Hereto)	Acquisiton	2024-03-25	30,000	$1.43	63,295,645	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Footnotes

Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.4900 to $1.5018 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.
Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.3550 to $1.3600 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.3890 to $1.4000 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (3) to this Form 4.
Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.3800 to $1.4000 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.
Weighted average price. These shares were sold in multiple transactions at prices ranging from $1.4300 to $1.4399 inclusive. The reporting persons undertake to provide the issuer, any security holder of the issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.
Includes 63,118,645 Class B Ordinary Shares, $0.0001 par value per share (the "Class B Ordinary Shares"), each of which has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, at the election of the reporting person and subject to the limitations set forth in the Exchange Agreement and the Second Amended and Restated Company Partnership Agreement (each as defined and as described in the issuer's Definitive Proxy Statement filed with the SEC on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. The reporting person beneficially owns 63,118,645 Common Units.
Excludes 6,999,999 Earnout Rights received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"). Pursuant to the earnout provisions of the Business Combination Agreement, the reporting person is entitled to receive earnout restricted Common Units ("Earnout RCUs") and earnout restricted Class B Ordinary Shares ("Earnout RSRs" and together with the Earnout RCS, the "Earnout Rights") that vest in three equal tranches based on the achievement of share price milestones set forth in footnote (8) below. Once vested, the Earnout RCUs will automatically convert into Common Units and the Earnout RSRs will automatically convert into Class B Ordinary Shares, which, as noted in footnote (6) above, may be exchanged for Class A Ordinary Shares at the election of the reporting person.
One-third of the Earnout Rights will vest upon the volume weighted average price ("VWAP") of a Class A Ordinary Share reaching $15.00 per share for any 20 trading days over any consecutive 30 day trading period, an additional one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $20.00 per share for any 20 trading days over any consecutive 30 day trading period and the final one-third of the Earnout Rights will vest upon the VWAP of a Class A Ordinary Share reaching $25.00 per share for any 20 trading days over any consecutive 30 day trading period, in each case, such share price milestone must be achieved by the fifth anniversary of the closing of the transactions contemplated by the Business Combination Agreement.
See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference.