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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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PROKIDNEY CORP. (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G7S53R104 (CUSIP Number) |
Tolerantia, LLC 110 East 59th Street, Suite 2800, New York, NY, 10022 (212) 883-0200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G7S53R104 |
| 1 |
Name of reporting person
TOLERANTIA, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
110,725,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
38 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | G7S53R104 |
| 1 |
Name of reporting person
Legorreta Pablo G. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
110,725,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
38 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
PROKIDNEY CORP. | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 Frontis Plaza Blvd., Suite 250, Winston-Salem,
NORTH CAROLINA
, 27103. | |
Item 1 Comment:
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on July 22, 2022, as amended and supplemented on November 2, 2023, February 6, 2024, and June 14, 2024 (collectively, the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Tolerantia, LLC:
Amount beneficially owned: 110,725,335
Percent of Class: 38.0% based on the number of Class A ordinary shares, $0.0001 par value (the "Class A ordinary shares"), and Class B ordinary shares, $0.0001 par value (the "Class B ordinary shares"), of ProKidney Corp. (the "Issuer") outstanding on a combined basis and 51.1% based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the common units (the "Common Units") beneficially owned by Tolerantia, LLC ("Tolerantia") as set forth below
Pablo Legorreta:
Amount beneficially owned: 110,725,335
Percent of Class: 38.0% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 51.1% based on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the Common Units held by or for the benefit of Tolerantia, which are deemed to be beneficially owned by Mr. Legorreta as set forth below | |
| (b) | Tolerantia, LLC:
Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 0
Shared power to vote: 110,725,335
Sole power to dispose or direct the disposition of: 0
Shared power to dispose or direct the disposition of: 110,725,335
Pablo Legorreta:
Number of shares the Reporting Person has:
Sole power to vote or direct the vote: 0
Shared power to vote: 110,725,335
Sole power to dispose or direct the disposition of: 0
Shared power to dispose or direct the disposition of: 110,725,335
110,725,335 shares represent 22,617,909 Class A ordinary shares and 88,107,426 Class B ordinary shares held by or for the benefit of Tolerantia, which is an affiliate controlled and majority-owned by Mr. Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the shares held by or for the benefit of Tolerantia. Mr. Legorreta disclaims beneficial ownership of the shares held by Tolerantia except to the extent of his indirect pecuniary interest therein.
The aggregate percentage of Class A ordinary shares reported as beneficially owned by each Reporting Person is based upon a total of 291,661,950 shares, comprising 128,500,778 Class A ordinary shares and 163,161,172 Class B ordinary shares outstanding as of November 11, 2024, which is the total number of shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, as adjusted for the conversion set forth in 5(c) below. The Reporting Persons have the right to exchange their Common Units and an equal number of Class B ordinary shares on a one-for-one basis for Class A ordinary shares. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include Class A ordinary shares issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule 13D. | |
| (c) | Prior to February 4, 2025 (the "Transaction Date"), Tolerantia held 88,639,961 Common Units 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 4,479,424 of which were held by other investors which are unaffiliated with Mr. Legorreta (the "Unaffiliated Investors"). On the Transaction Date, Tolerantia exchanged 532,535 of the 4,479,424 Paired Interests attributable to the interests of the Unaffiliated Investors in Tolerantia for 532,535 Class A ordinary shares, which it subsequently distributed in-kind pro rata for no consideration to the Unaffiliated Investors. | |
| (d) | To the best knowledge of each Reporting Person, no one other than the Reporting Persons identified herein has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares reported herein as beneficially owned by any Reporting Person. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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