Alan Lotvin - Jul 11, 2022 Form 4 Insider Report for PROKIDNEY CORP. (PROK)

Role
Director
Signature
/s/ Todd Girolamo as Attorney-in-Fact for Alan M. Lotvin
Stock symbol
PROK
Transactions as of
Jul 11, 2022
Transactions value $
$0
Form type
4
Date filed
7/13/2022, 09:29 PM
Previous filing
Apr 5, 2022
Next filing
Aug 5, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 +1.51M $0.00 1.51M Jul 11, 2022 Class A Ordinary Shares 1.51M Direct F1, F2
transaction PROK Common Units in ProKidney LP Award $0 +1.51M $0.00 1.51M Jul 11, 2022 Class A Ordinary Shares 1.51M Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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), be exchanged, together with the paired Common Unit in ProKidney LP ("ProKidney") (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis.
F2 These 1,350,469 Class B Ordinary Shares and 163,857 Restricted Stock Rights in respect of Class B Ordinary Shares ("Class B PMEL RSRs") were received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney, dated as of January 18, 2022 (the "Business Combination Agreement") in exchange for historical interests held by the reporting person in ProKidney. The Class B PMEL RSRs vest in installments over a period through January 17, 2025, and upon vesting are immediately settled as Class B Ordinary Shares. The Class B Ordinary Shares and Class B PMEL RSRs do not expire.
F3 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.
F4 These 1,350,469 Common Units and 163,857 Restricted Common Units of ProKidney Equity LLC that upon vesting will settle in Common Units ("PMEL RCUs") were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney. The PMEL RCUs vest in installments over a period through January 17, 2025. The Common Units and the PMEL RCUs do not expire.