PROKIDNEY CORP. — Director's Dealing 2022

Jul 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROKIDNEY CORP. (PROK)
CIK: 0001850270
Period of Report: 2022-07-11

Reporting Person: Girolamo Todd C (Chief Legal Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-11	Class B Ordinary Shares	$	A	327713	Acquired		Class A Ordinary Shares (327713)	Direct
2022-07-11	Common Units in ProKidney LP	$	A	327713	Acquired		Class A Ordinary Shares (327713)	Direct

Footnotes

F1: Each Class B Ordinary Share has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, 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 as defined and as described in the issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP ("ProKidney") (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis.

F2: These 327,713 Restricted Stock Rights in respect of Class B Ordinary Shares ("Class B PMEL RSRs") were received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney, dated as of January 18, 2022 (the "Business Combination Agreement") in exchange for historical interests held by the reporting person in ProKidney. The Class B PMEL RSRs vest in installments over a period through January 17, 2026, and upon vesting are immediately settled as Class B Ordinary Shares. The Class B Ordinary Shares and Class B PMEL RSRs do not expire.

F3: Each Common Unit may, 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, be exchanged, together with the paired Class B Ordinary Share, into a Class A Ordinary Share on a one-for-one basis.

F4: These 327,713 Restricted Common Units of ProKidney Equity LLC that upon vesting will settle in Common Units ("PMEL RCUs") were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney. The PMEL RCUs vest in installments over a period through January 17, 2026. The Common Units and the PMEL RCUs do not expire.