PROKIDNEY CORP. — Director's Dealing 2024

Feb 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROKIDNEY CORP. (PROK)
CIK: 0001850270
Period of Report: 2024-02-05

Reporting Person: Legorreta Pablo G. (N/A)
Reporting Person: Tolerantia, LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-05	Class A Ordinary Shares	C	748952	$0.00	Acquired	748952	Indirect
2024-02-05	Class A Ordinary Shares	J	748952	$0.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-05	Class B Ordinary Shares	$0.00	C	748952	Disposed		Class A Ordinary Shares (748952)	Indirect
2024-02-05	Common Units in ProKidney LP	$0.00	C	748952	Disposed		Class A Ordinary Shares (748952)	Indirect

Footnotes

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.

F2: Prior to February 5, 2024 (the "Transaction Date"), Tolerantia held 89,388,913 Common Units in ProKidney 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 5,228,376 of which were held by other investors which are unaffiliated with Mr. Legorreta (the "Unaffiliated Investors"). On the Transaction Date, Tolerantia exchanged 748,952 of the 5,228,376 Paired Interests attributable to the interests of the Unaffiliated Investors in Tolerantia for 748,952 Class A Ordinary Shares, which it subsequently distributed in-kind pro rata for no consideration to the Unaffiliated Investors.

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.

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.

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.