| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PROK | Class B Ordinary Shares | Award | $0 | +63.1M | $0.00 | 63.1M | Jul 11, 2022 | Class A Ordinary Shares | 63.1M | Direct | F1, F2, F3 | ||
| transaction | PROK | Common Units in ProKidney LP | Award | $0 | +63.1M | $0.00 | 63.1M | Jul 11, 2022 | Class A Ordinary Shares | 63.1M | Direct | F4, F5 | ||
| transaction | PROK | Earnout Rights | Award | $0 | +7M | $0.00 | 7M | Jul 11, 2022 | Class A Ordinary Shares | 7M | Direct | F6, F7 |
| Id | Content |
|---|---|
| F1 | Each Class B Ordinary Share 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 Securities and Exchange Commission on June 10, 2022 (the "Merger Proxy")), be exchanged, together with the paired Common Unit in ProKidney LLP ("ProKidney LP") (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis. |
| F2 | The reporting person has executed a voting agreement pursuant to which through July 11, 2025, the reporting person will vote all Ordinary Shares beneficially held by it in a manner proportionate to the manner in which all other Class B Ordinary Shares not held by the reporting person are voted, solely with respect to the election, appointment or removal of any director to the issuer's board of directors. |
| F3 | 61,118,645 of the Class B Ordinary Shares were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney LP and 2,000,000 of the Class B Ordinary Shares were acquired at the closing of the transactions (the "Closing") contemplated by the Business Combination Agreement by and between the issuer and ProKidney, dated as of January 18, 2022 (the "Business Combination Agreement"), pursuant to a subscription agreement between the reporting person and the issuer as part of the PIPE Investment (as defined in the Merger Proxy) for a per share price of $10. The Class B Ordinary Shares do not expire. |
| F4 | Each Common Unit 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, be exchanged, together with the paired Class B Ordinary Share, into a Class A Ordinary Share on a one-for-one basis. |
| F5 | 61,118,645 of 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 and 2,000,000 of the Common Units were acquired at the Closing pursuant to a subscription agreement between the reporting person and the issuer as part of the PIPE Investment for a per unit price of $10. The Common Units do not expire. |
| F6 | The Earnout Rights were received pursuant to the terms of 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 below in footnote (7) 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 footnotes (1) and (4) above, may be exchanged for Class A Ordinary Share at the election of the reporting person. |
| F7 | 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. |
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