0000950170-24-011711.txt : 20240206 0000950170-24-011711.hdr.sgml : 20240206 20240206160513 ACCESSION NUMBER: 0000950170-24-011711 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240205 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legorreta Pablo G. CENTRAL INDEX KEY: 0001507678 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40560 FILM NUMBER: 24600209 MAIL ADDRESS: STREET 1: 110 E 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: Legorreta Pablo DATE OF NAME CHANGE: 20101213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tolerantia, LLC CENTRAL INDEX KEY: 0001937011 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40560 FILM NUMBER: 24600208 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-8033 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROKIDNEY CORP. CENTRAL INDEX KEY: 0001850270 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 981586514 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 FRONTIS PLAZA BLVD. STREET 2: SUITE 250 CITY: WINSTON-SALEM STATE: NC ZIP: 27103 BUSINESS PHONE: 336-999-7028 MAIL ADDRESS: STREET 1: 2000 FRONTIS PLAZA BLVD. STREET 2: SUITE 250 CITY: WINSTON-SALEM STATE: NC ZIP: 27103 FORMER COMPANY: FORMER CONFORMED NAME: Social Capital Suvretta Holdings Corp. III DATE OF NAME CHANGE: 20210310 4 1 ownership.xml 4 X0508 4 2024-02-05 0001850270 PROKIDNEY CORP. PROK 0001507678 Legorreta Pablo G. C/O PROKIDNEY CORP. 2000 FRONTIS PLAZA BOULEVARD, SUITE 250 WINSTON-SALM NC 27103 true false true false 0001937011 Tolerantia, LLC 110 EAST 59TH STREET SUITE 2800 NEW YORK NY 10022 false false true false false Class A Ordinary Shares 2024-02-05 4 C false 748952 0.00 A 748952 I See footnote Class A Ordinary Shares 2024-02-05 4 J false 748952 0.00 D 0 I See footnote Class B Ordinary Shares 0.00 2024-02-05 4 C false 748952 0.00 D Class A Ordinary Shares 748952 88639961 I See footnote Common Units in ProKidney LP 0.00 2024-02-05 4 C false 748952 0.00 D Class A Ordinary Shares 748952 88639961 I See footnote 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. 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. 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. 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. 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. /s/ Todd Girolamo as Attorney-in-Fact for Pablo G. Legorreta 2024-02-06