4//SEC Filing
Coulston James 4
Accession 0000950103-22-012373
CIK 0001850270other
Filed
Jul 12, 8:00 PM ET
Accepted
Jul 13, 9:30 PM ET
Size
9.8 KB
Accession
0000950103-22-012373
Insider Transaction Report
Form 4
PROKIDNEY CORP.PROK
Coulston James
Chief Financial Officer
Transactions
- Award
Common Units in ProKidney LP
2022-07-11+716,850→ 716,850 total→ Class A Ordinary Shares (716,850 underlying) - Award
Class B Ordinary Shares
2022-07-11+716,850→ 716,850 total→ Class A Ordinary Shares (716,850 underlying)
Footnotes (4)
- [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 321,615 Class B Ordinary Shares and 395,235 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 321,615 Common Units and 395,235 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.
Documents
Issuer
PROKIDNEY CORP.
CIK 0001850270
Entity typeother
Related Parties
1- filerCIK 0001936203
Filing Metadata
- Form type
- 4
- Filed
- Jul 12, 8:00 PM ET
- Accepted
- Jul 13, 9:30 PM ET
- Size
- 9.8 KB