SCS Sponsor III LLC - Jun 29, 2021 Form 3 Insider Report for Social Capital Suvretta Holdings Corp. III (PROK)

Role: Director, 10%+ Owner
Signature: SCS SPONSOR III, LLC, By: /s/ James Ryans, as Chief Financial Officer CHACHACHA DNA III, LLC, AARON COWEN, CHAMATH PALIHAPITIYA, and KISHAN MEHTA, By: /s/ James Ryans, as attorney-in-fact
Stock symbol: PROK
Transactions as of: Jun 29, 2021
Transactions value $: $0
Form type: 3
Date filed: 6/29/2021, 08:41 PM
Next filing: Jul 7, 2021

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
holding	PROK	Class B ordinary shares							Jun 29, 2021	Class A ordinary shares	6.3M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-256725) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 825,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional Class A ordinary shares.
F2	The reporting owner, SCS Sponsor III LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by ChaChaCha DNA III, LLC ("ChaChaCha"), which is controlled by Mr. Palihapitiya. Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Palihapitiya, Mehta and Cowen and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Mehta, ChaChaCha and Mr. Cowen disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-256725) under the heading "Description of Securities--Founder Shares," the Class B ordinary shares, par value $0.0001 per share, of the issuer will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Includes 825,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the issuer's initial public offering do not exercise in full their option to purchase additional Class A ordinary shares.

The reporting owner, SCS Sponsor III LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Chamath Palihapitiya and Kishan Mehta. A majority of the voting interests of the Sponsor are held by ChaChaCha DNA III, LLC ("ChaChaCha"), which is controlled by Mr. Palihapitiya. Messrs. Mehta and Cowen may be deemed to control the other member of the Sponsor. Messrs. Palihapitiya, Mehta and Cowen and ChaChaCha may be deemed to beneficially own shares held by the Sponsor by virtue of their direct or indirect interests in the Sponsor or their shared control over the Sponsor, as the case may be. Each of Mr. Palihapitiya, Mr. Mehta, ChaChaCha and Mr. Cowen disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein.

Remarks:

Exhibit 24.1 - Powers of Attorney. On the basis of the relationship between the Sponsor, ChaChaCha and Messrs. Palihapitiya and Mehta, the Sponsor and ChaChaCha will be deemed directors by deputization.