Form 4 for PROK PROKIDNEY CORP.
Accepted 2024-02-06 00:00:00 ET · period of report 2024-02-05 · accession 0000950170-24-011711 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-02-06 | 2024-02-05 | PROK | Legorreta Pablo G. | Dir, 10% | J - Other | $0.00 | -749.0K | 0 | -100% | $0 |
| DI | 2024-02-06 | 2024-02-05 | PROK | Legorreta Pablo G. | Dir, 10% | C - Cnv Deriv | $0.00 | +749.0K | 749.0K | New | $0 |
| DMI | 2024-02-06 | 2024-02-05 | PROK | Legorreta Pablo G. | Dir, 10% | C - Cnv Deriv | $0.00 | -1.50M | 88.64M | -2% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Ordinary Shares | 2024-02-05 | J | D | 748,952 | $0.00 | 0 | I See footnote | — | — | (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. |
| 2 | Common | Class A Ordinary Shares | 2024-02-05 | C | A | 748,952 | $0.00 | 748,952 | I See footnote | — | — | (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. |
| 3 | Derivative | Class B Ordinary Shares | 2024-02-05 | C | D | 748,952 | $0.00 | 88,639,961 | I See footnote | $0.00 · — to — | 748,952 Class A Ordinary Shares | (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. (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. (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. |
| 4 | Derivative | Common Units in ProKidney LP | 2024-02-05 | C | D | 748,952 | $0.00 | 88,639,961 | I See footnote | $0.00 · — to — | 748,952 Class A Ordinary Shares | (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. (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. (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. |