Darin J. Weber - Jul 11, 2022 Form 4 Insider Report for PROKIDNEY CORP. (PROK)

Role: SVP of Regulatory Development
Signature: /s/Todd Girolamo as Attorney-in-Fact for Darin J. Weber
Stock symbol: PROK
Transactions as of: Jul 11, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/13/2022, 09:37 PM
Next filing: Oct 24, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PROK	Class B Ordinary Shares	Award	$0	+676K		$0.00	676K	Jul 11, 2022	Class A Ordinary Shares	676K		Direct	F1, F2
transaction	PROK	Common Units in ProKidney LP	Award	$0	+676K		$0.00	676K	Jul 11, 2022	Class A Ordinary Shares	676K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Class B Ordinary Share has no economic rights but entitles the reporting person to vote on all matters on which shareholders of the issuer vote and may, 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 as defined and as described in the issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on June 10, 2022), be exchanged, together with the paired Common Unit in ProKidney LP ("ProKidney") (a "Common Unit"), for a Class A Ordinary Share on a one-for-one basis.
F2	These 199,770 Class B Ordinary Shares and 476,586 Restricted Stock Rights in respect of Class B Ordinary Shares ("Class B PMEL RSRs") were received pursuant to the terms of the Business Combination Agreement by and between the issuer and ProKidney, dated as of January 18, 2022 (the "Business Combination Agreement") in exchange for historical interests held by the reporting person in ProKidney. The Class B PMEL RSRs vest in installments over a period through January 17, 2026, and upon vesting are immediately settled as Class B Ordinary Shares. The Class B Ordinary Shares and Class B PMEL RSRs do not expire.
F3	Each Common Unit may, 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, be exchanged, together with the paired Class B Ordinary Share, into a Class A Ordinary Share on a one-for-one basis.
F4	These 199,770 Common Units and 476,586 Restricted Common Units of ProKidney Equity LLC that upon vesting will settle in Common Units ("PMEL RCUs") were received pursuant to the terms of the Business Combination Agreement in exchange for historical interests held by the reporting person in ProKidney. The PMEL RCUs vest in installments over a period through January 17, 2026. The Common Units and the PMEL RCUs do not expire.