Palihapitiya Chamath Form 4 PROKIDNEY / Chamath Palihapitiya ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last) (First) (Middle)

C/O SC MASTER HOLDINGS, LLC

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROKIDNEY CORP. [ PROK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	10/11/2023		S		75,000	D	$3.8438(1)	9,147,379	I(2)	See footnote(2)
Class A ordinary shares	10/12/2023		S		18,775	D	$3.1424(3)	9,128,604	I(2)	See footnote(2)
Class A ordinary shares	10/12/2023		S		143,088	D	$2.6348(4)	8,985,516	I(2)	See footnote(2)
Class A ordinary shares	10/13/2023		S		250,000	D	$2.6701(5)	8,735,516	I(2)	See footnote(2)
Class A ordinary shares								2,073,000	I(6)	See footnote(6)
Class A ordinary shares								3,000,000	I(7)	See footnote(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Palihapitiya Chamath

(Last) (First) (Middle)

C/O SC MASTER HOLDINGS, LLC

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC Master Holdings, LLC

(Last) (First) (Middle)

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SC PIPE Holdings LLC

(Last) (First) (Middle)

506 SANTA CRUZ AVENUE, SUITE 300

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.6900 to $4.4000. The reporting person undertakes to provide ProKidney Corp. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. Represents shares held by SC PIPE Holdings LLC ("PIPE Holdings"). PIPE Holdings is controlled by Mr. Palihapitiya and SC Master Holdings, LLC ("Master Holdings") is the sole member of PIPE Holdings. Mr. Palihapitiya and Master Holdings may be deemed to beneficially own shares held directly by PIPE Holdings by virtue of their indirect or direct interests in PIPE Holdings or their control over PIPE Holdings, as the case may be.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.0001 to $3.7100. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.3700 to $3.0000. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7700 to $2.5200. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents shares held by Master Holdings. Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by Master Holdings by virtue of his indirect interests in Master Holdings or his control over Master Holdings, as the case may be.

7. Represents shares held by a trust for the benefit of Mr. Palihapitiya's immediate family.

	SC PIPE Holdings LLC By: /s/ Connor Nowinski, as Authorized Signatory	10/13/2023
	SC Master Holdings, LLC By: /s/ Connor Nowinski, as Authorized Signatory	10/13/2023
	Chamath Palihapitiya By: /s/ Connor Nowinski, as Attorney-in-Fact	10/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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