SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

IMRAN MIR A

(Last)

(First)

(Middle)

C/O RANI THERAPEUTICS LLC

2051 RINGWOOD AVE.

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2021

3. Issuer Name and Ticker or Trading Symbol
Rani Therapeutics Holdings, Inc. [ RANI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	829,435⁽¹⁾	I	See footnote⁽¹⁾⁽²⁾
Class B Common Stock	24,954,843⁽¹⁾	I	See footnote⁽¹⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common LLC Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock⁽⁴⁾	24,954,843⁽¹⁾	⁽⁴⁾	I	See footnote⁽¹⁾⁽³⁾

Explanation of Responses:

1. This amendment is being filed to correctly reflect the shares held indirectly.

2. Represents 378,533 shares of Class A Common Stock of the Issuer ("Class A Shares") held by Biologix Partners, LP and 450,902 Class A Shares held by VH Rani, LP. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Represents 22,389,982 shares of Class B Common Stock of the Issuer ("Class B Shares") held by InCube Labs, L.L.C., 2,492,441 Class B Shares held by InCube Ventures II, L.P. and 72,420 Class B Shares held by Rani Investment Corp. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Represents Common LLC Units of Rani Therapeutics, LLC, a direct subsidiary of the Issuer. The Common LLC Units are redeemable at the election of the Reporting Person at any time for newly-issued Class A Shares on a one-for-one basis or, if mutually agreed with the Issuer, a cash payment equal to the volume weighted average market price of one Class A Share for each Common LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). However, the Issuer may elect to effect a direct exchange of such Class A Shares (or such cash, if mutually agreed) for such Common LLC Units.

Remarks:

	/s/ Josh Seidenfeld, Attorney-in-Fact for Mir Imran	08/02/2021
	** 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 5 (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).
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