Eric Bjerkholt - 11 Aug 2023 Form 4 Insider Report for CHINOOK THERAPEUTICS, INC.

Footnote F1

The number of shares reported includes 504 shares of the Issuer's Common Stock acquired, since that date of the reporting person's previous Form 4 filing, pursuant to the Issuer's employee stock purchase plan in transactions exempt from reporting under Rules 16b-3(c) and 16b-3(d).

Footnote F2

The reported securities were disposed of pursuant to the Merger Agreement (defined in the Remarks below). Upon effectiveness of the Merger (defined in the Remarks below), in exchange for each share of the Issuer's Common Stock, the reporting person received: (i) $40.00 in cash, without interest and less applicable withholding taxes; and (ii) one contractual contingent value right (each, a "CVR"), entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement (the "Contingent Value Rights Agreement") entered into concurrent with completion of the Merger.

Footnote F3

This stock option award, which provided for 25% of the award to vest on November 30, 2021 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

Footnote F4

This stock option award, which provided for 25% of the award to vest on February 10, 2022 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

Footnote F5

This stock option award, which provided for 25% of the award to vest on January 31, 2023 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

Footnote F6

This stock option award, which provided for 25% of the award to vest on January 31, 2024 and ratable vesting in 36 additional monthly installments thereafter, became fully vested and was canceled upon effectiveness of the Merger, and was converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such option, (i) a cash payment representing the excess, if any, of the per share merger consideration ($40.00 per share) over the per share exercise price for such option, without interest, and (ii) one CVR, entitling the reporting person to additional cash payments upon the achievement of certain future business milestones pursuant to the Contingent Value Rights Agreement entered into concurrent with the completion of the Merger, in each case subject to applicable withholding taxes.

Footnote F7

When granted, each restricted stock unit ("RSU") represented a contingent right to receive one share of the Issuer's Common Stock upon settlement.

Footnote F8

When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on November 30, 2021. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

Footnote F9

When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on February 10, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

Footnote F10

When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2023. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

Footnote F11

When granted, the RSU award provided for ratable vesting in annual installments of one-third beginning on January 31, 2024. Pursuant to the Merger Agreement, at the effective time of the Merger, the RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.

Footnote F12

When granted, the RSU award provided for the vesting of restricted stock units for shares of the Issuer's Common Stock contingent upon the achievement of certain performance-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, the performance-based RSU award was cancelled and converted into the right to receive, with respect to each share of the Issuer's Common Stock underlying such RSU, (i) a cash payment equal to $40.00 (without interest and subject to any applicable tax withholding), and (ii) one CVR.