0001104659-23-111829.txt : 20231027 0001104659-23-111829.hdr.sgml : 20231027 20231026210030 ACCESSION NUMBER: 0001104659-23-111829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231027 DATE AS OF CHANGE: 20231026 GROUP MEMBERS: SC MASTER HOLDINGS, LLC GROUP MEMBERS: SC PIPE HOLDINGS LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92651 FILM NUMBER: 231351746 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Palihapitiya Chamath CENTRAL INDEX KEY: 0001715450 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 tm2329254d1_sc13da.htm SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

ProKidney Corp.

(Name of Issuer)

 

Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)

 

G7S53R104
(CUSIP Number)

 

Chamath Palihapitiya
c/o SC Master Holdings, LLC
506 Santa Cruz Avenue, Suite 300
Menlo Park, California 94025
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 25, 2023

(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 CUSIP No. G7S53R104

 

1 NAMES OF REPORTING PERSONS
Chamath Palihapitiya
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
3

SEC USE ONLY

 

4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
12,592,500 (1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
12,592,500 (1)

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,592,500 (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 

 

(1)Consisting of 12,592,500 Class A ordinary shares, par value $0.0001 per share, of ProKidney Corp. (the “Issuer,” and its Class A ordinary shares, the “Issuer Class A ordinary shares”). SC PIPE Holdings LLC (“SC PIPE Holdings”) is the record holder of 7,519,500 of the Issuer Class A ordinary shares reported herein. SC PIPE Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own Issuer Class A ordinary shares held directly by SC PIPE Holdings by virtue of his indirect interests in SC PIPE Holdings or his control over SC PIPE Holdings, as the case may be. SC Master Holdings, LLC (“SC Master Holdings”) is the record holder of 2,073,000 of the Issuer Class A ordinary shares reported herein. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own Issuer Class A ordinary shares held directly by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be. A trust for the benefit of members of Mr. Palihapitiya’s immediate family (the “Trust”) is the record holder of 3,000,000 of the Issuer Class A ordinary shares reported herein. Mr. Palihapitiya may be deemed to beneficially own Issuer Class A ordinary shares held directly by the Trust.

 

-1-

 

 

1 NAMES OF REPORTING PERSONS
SC PIPE Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
3

SEC USE ONLY

 

4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
7,519,500(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,519,500(1)

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,519,500(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

 

 

(1)Consisting of 7,519,500 Issuer Class A ordinary shares held of record by SC PIPE Holdings. SC PIPE Holdings is controlled by Mr. Palihapitiya and SC Master Holdings is the sole member of SC PIPE Holdings. Mr. Palihapitiya and SC Master Holdings may be deemed to beneficially own Issuer Class A ordinary shares held directly by SC PIPE Holdings by virtue of their indirect or direct interests in SC PIPE Holdings or their control over SC PIPE Holdings, as the case may be.

 

-2-

 

 

1 NAMES OF REPORTING PERSONS
SC Master Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
3

SEC USE ONLY

 

4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,592,500(1)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,592,500(1)

 

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,592,500(1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO

  

 

(1)Consisting of 9,592,500 Issuer Class A ordinary shares. SC PIPE Holdings is the record holder of 7,519,500 of the Issuer Class A ordinary shares reported herein. SC Master Holdings is the sole member of SC PIPE Holdings. SC Master Holdings may be deemed to beneficially own Issuer Class A ordinary shares held directly by SC PIPE Holdings by virtue of its direct interests in SC PIPE Holdings or its control over SC PIPE Holdings, as the case may be. SC Master Holdings is the record holder of 2,073,000 of the Issuer Class A ordinary shares reported herein. SC Master Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own Issuer Class A ordinary shares held directly by SC Master Holdings by virtue of his indirect interests in SC Master Holdings or his control over SC Master Holdings, as the case may be.

 

-3-

 

 

Item 1. Security and Issuer.

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on July 20, 2022, as amended to date (the “Schedule 13D”), relating to the Class A ordinary shares, par value $0.0001 per share (the “Issuer Class A ordinary shares”), of ProKidney Corp., a Cayman Islands exempted company limited by shares (the “Issuer”). The address of the principal executive office of the Issuer is 2000 Frontis Plaza Blvd., Ste 250, Winston-Salem, NC 27103.

 

Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein as so defined.

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and supplemented by the following:

 

The information contained on the cover pages of this Amendment is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

 

Items 5(a)-(b) of the Schedule 13D are hereby amended and supplemented by the following:

 

The information contained on the cover pages of this Amendment is incorporated herein by reference.

 

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On October 19, 2023, SC PIPE Holdings LLC sold 200,000 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $2.1935 per share.

 

On October 20, 2023, SC PIPE Holdings LLC sold 87,200 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $1.9247 per share.

 

On October 23, 2023, SC PIPE Holdings LLC sold 160,300 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $1.8305 per share.

 

On October 24, 2023, SC PIPE Holdings LLC sold 176,300 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $1.7505 per share.

 

On October 25, 2023, SC PIPE Holdings LLC sold 67,213 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $1.7613 per share.

 

On October 26, 2023, SC PIPE Holdings LLC sold 77,960 Issuer Class A ordinary shares in open market transactions, at a weighted average price of $1.8032 per share.

 

-4-

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: October 26, 2023

 

  CHAMATH PALIHAPITIYA
   
  By: /s/ Chamath Palihapitiya
   
   
  SC PIPE HOLDINGS LLC
   
  By: SC MASTER HOLDINGS, LLC, its sole member
   
  By: SOCIAL CAPITAL GROUP LLC, its sole member
     
     
  By: /s/ Chamath Palihapitiya
    Name: Chamath Palihapitiya
    Title: Chief Executive Officer
       
  SC MASTER HOLDINGS, LLC
   
  By: SOCIAL CAPITAL GROUP LLC, its sole member
     
     
  By: /s/ Chamath Palihapitiya
    Name: Chamath Palihapitiya
    Title: Chief Executive Officer

 

-5-