0001104659-23-109193.txt : 20231013
0001104659-23-109193.hdr.sgml : 20231013
20231013213026
ACCESSION NUMBER: 0001104659-23-109193
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231011
FILED AS OF DATE: 20231013
DATE AS OF CHANGE: 20231013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palihapitiya Chamath
CENTRAL INDEX KEY: 0001715450
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40560
FILM NUMBER: 231326105
MAIL ADDRESS:
STREET 1: THE SOCIAL-CAPITAL PARTNERSHIP, L.L.C.
STREET 2: 506 SANTA CRUZ AVENUE, SUITE 300
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC PIPE Holdings LLC
CENTRAL INDEX KEY: 0001938696
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40560
FILM NUMBER: 231326103
BUSINESS ADDRESS:
STREET 1: 506 SANTA CRUZ AVE.
STREET 2: SUITE 300
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: (650) 521-9007
MAIL ADDRESS:
STREET 1: 506 SANTA CRUZ AVE.
STREET 2: SUITE 300
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SC Master Holdings, LLC
CENTRAL INDEX KEY: 0001851024
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40560
FILM NUMBER: 231326104
BUSINESS ADDRESS:
STREET 1: 506 SANTA CRUZ AVENUE, SUITE 300
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-521-9007
MAIL ADDRESS:
STREET 1: 506 SANTA CRUZ AVENUE, SUITE 300
CITY: MENLO PARK
STATE: CA
ZIP: 94025
FORMER NAME:
FORMER CONFORMED NAME: SC Emerging Managers, LLC
DATE OF NAME CHANGE: 20210311
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROKIDNEY CORP.
CENTRAL INDEX KEY: 0001850270
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
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
tm2328389-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-10-11
0
0001850270
PROKIDNEY CORP.
PROK
0001715450
Palihapitiya Chamath
C/O SC MASTER HOLDINGS, LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK
CA
94025
0
0
1
0
0001851024
SC Master Holdings, LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK
CA
94025
0
0
1
0
0001938696
SC PIPE Holdings LLC
506 SANTA CRUZ AVENUE, SUITE 300
MENLO PARK
CA
94025
0
0
1
0
0
Class A ordinary shares
2023-10-11
4
S
0
75000
3.8438
D
9147379
I
See footnote
Class A ordinary shares
2023-10-12
4
S
0
18775
3.1424
D
9128604
I
See footnote
Class A ordinary shares
2023-10-12
4
S
0
143088
2.6348
D
8985516
I
See footnote
Class A ordinary shares
2023-10-13
4
S
0
250000
2.6701
D
8735516
I
See footnote
Class A ordinary shares
2073000
I
See footnote
Class A ordinary shares
3000000
I
See footnote
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.6900 to $4.4000. The reporting person undertakes to provide ProKidney Corp. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Represents shares held by SC PIPE Holdings LLC ("PIPE Holdings"). PIPE Holdings is controlled by Mr. Palihapitiya and SC Master Holdings, LLC ("Master Holdings") is the sole member of PIPE Holdings. Mr. Palihapitiya and Master Holdings may be deemed to beneficially own shares held directly by PIPE Holdings by virtue of their indirect or direct interests in PIPE Holdings or their control over PIPE Holdings, as the case may be.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.0001 to $3.7100. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.3700 to $3.0000. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7700 to $2.5200. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Represents shares held by Master Holdings. Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by Master Holdings by virtue of his indirect interests in Master Holdings or his control over Master Holdings, as the case may be.
Represents shares held by a trust for the benefit of Mr. Palihapitiya's immediate family.
SC PIPE Holdings LLC By: /s/ Connor Nowinski, as Authorized Signatory
2023-10-13
SC Master Holdings, LLC By: /s/ Connor Nowinski, as Authorized Signatory
2023-10-13
Chamath Palihapitiya By: /s/ Connor Nowinski, as Attorney-in-Fact
2023-10-13