| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PROK | Class A Ordinary Shares (as defined in Exhibit 99.1 hereto) | Purchase | $20M | +8.26M | +13.06% | $2.42 | 71.6M | Jun 11, 2024 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | See attached Exhibit 99.1 to this Form 4, which is hereby incorporated herein by reference. |