Pablo G. Legorreta - Oct 30, 2023 Form 4 Insider Report for PROKIDNEY CORP. (PROK)

Role: Director, 10%+ Owner
Signature: /s/ Todd Girolamo as Attorney-in-Fact for Pablo G. Legorreta
Stock symbol: PROK
Transactions as of: Oct 30, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/1/2023, 05:27 PM
Previous filing: Jul 3, 2023
Next filing: Feb 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PROK	Class A Ordinary Shares	Conversion of derivative security	$0	+5.29M		$0.00	5.29M	Oct 30, 2023	See footnote	F1
transaction	PROK	Class A Ordinary Shares	Other	$0	-5.29M	-100%	$0.00^*	0	Oct 30, 2023	See footnote	F1, F2

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	Conversion of derivative security	$0	-5.29M	-5.59%	$0.00	89.4M	Oct 30, 2023	Class A Ordinary Shares	5.29M	$0.00	See footnote	F1, F3, F4
transaction	PROK	Common Units in ProKidney LP	Conversion of derivative security	$0	-5.29M	-5.59%	$0.00	89.4M	Oct 30, 2023	Class A Ordinary Shares	5.29M	$0.00	See footnote	F1, F3, F5

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

Explanation of Responses:

Id	Content
F1	Represents equity interests held by Tolerantia, which is an affiliate controlled and majority owned by Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the equity interests held by Tolerantia. Mr. Legorreta disclaims beneficial ownership of the equity interests held by Tolerantia except to the extent of his indirect pecuniary interest therein.
F2	Prior to October 30, 2023 (the "Transaction Date"), Tolerantia held 94,677,968 Common Units in ProKidney and an equal number of Class B Ordinary Shares (the "Paired Interests"), 84,160,537 of which were held by Nefro Health, an Irish partnership that is an affiliate controlled and majority-owned by Mr. Pablo Legorreta, and 10,517,431 of which were held by other investors which are unaffiliated with Mr. Legorreta (the "Unaffiliated Investors"). On the Transaction Date, Tolerantia exchanged 5,289,055 of the 10,517,431 Paired Interests attributable to the interests of the Unaffiliated Investors in Tolerantia for 5,289,055 Class A Ordinary Shares, which it subsequently distributed in-kind pro rata for no consideration to the Unaffiliated Investors.
F3	The Class B Ordinary Shares and the Common Units in ProKidney LP (the "Common Units") are paired securities. 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 Class B Ordinary Share, together with a paired Common Unit, may be exchanged for a Class A Ordinary Share on a one-for-one basis.
F4	The Class B Ordinary Shares were received pursuant to the terms of the Business Combination Agreement by and between the Issuer (formerly known as Social Capital Suvretta Holdings Corp. III) and ProKidney LP, dated as of January 18, 2022 (the "Business Combination Agreement"), in exchange for historical interests held by the reporting person in ProKidney LP. The Class B Ordinary Shares do not expire.
F5	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 LP. The Common Units do not expire.