| 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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Rani Therapeutics Holdings, Inc. [ RANI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/30/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 Common Stock | 07/30/2021 | P(1) | 158,904 | A | $11.2525 | 5,431,654 | I | Shares indirectly held through Aequanimitas Limited Partnership(4) | ||
| Class A Common Stock | 08/03/2021 | P(2) | 2,727,273 | A | $11 | 8,158,927 | I | Shares indirectly held through Aequanimitas Limited Partnership(4) | ||
| Class A Common Stock | 08/03/2021 | P(3) | 3,572,727 | A | $11 | 11,731,654 | I | Shares indirectly held through South Lake One LLC(5) | ||
| 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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Aequanimitas Limited Partnership ("Aequanimitas") acquired 158,904 shares of the Issuer's Class A Common Stock in a single transaction in the open market at a price of $11.2525 per share of Class A Common Stock for an aggregate purchase price of $1,788,067.26. |
| 2. In connection with the Issuer's initial public offering, Aequanimitas acquired, at a price of $11.00 per share of Class A Common Stock, 2,727,273 shares of the Issuer's Class A Common Stock for an aggregate purchase price of $30,000,003. |
| 3. In connection with the Issuer's initial public offering, South Lake One LLC ("South Lake") acquired, at a price of $11.00 per share of Class A Common Stock, 3,572,727 shares of the Issuer's Class A Common Stock for an aggregate purchase price of $39,299,997. |
| 4. Isidoro Quiroga Moreno indirectly controls Aequanimitas, which has sole voting power and sole dispositive power with respect to all of the shares of the Issuer's Class A Common Stock held by it. Aequanimitas is controlled by its general partner, South Lake Three LLC, which is wholly owned by South Cone Investments Limited Partnership ("South Cone"), which is controlled by its general partner Inversiones El Aromo Limitada ("El Aromo"), which is controlled by Isidoro Quiroga Moreno (who directly owns approximately 71% of the issued and outstanding capital stock of El Aromo). |
| 5. Isidoro Quiroga Moreno indirectly controls South Lake, which has sole voting power and sole dispositive power with respect to all of the shares of the Issuer's Class A Common Stock held by it. South Lake is wholly owned by South Cone, which is controlled by its general partner El Aromo, which is controlled by Isidoro Quiroga Moreno (who directly owns approximately 71% of the issued and outstanding capital stock of El Aromo). |
| /s/ Isidoro Quiroga Moreno | 08/03/2021 | |
| /s/ Isidoro Quiroga Cortes; and /s/ Luis Felipe Correa Gonzalez, Managers of Inversiones El Aromo Limitada, as General Partner and on behalf of South Cone Investments Limited Partnership | 08/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
