Girolamo Todd C 4
4 · PROKIDNEY CORP. · Filed Jun 15, 2026
Research Summary
AI-generated summary of this filing
ProKidney (PROK) CLO Girolamo Todd Converts 163,857 Derivative Shares
What Happened
Girolamo Todd, Chief Legal Officer of ProKidney Corp. (PROK), converted derivative securities into 163,857 common shares effective 2026-06-12. The Form 4 shows an acquisition of 163,857 shares at $0.00 (no cash paid) and matching dispositions of derivative interests (each at $0.00), consistent with an exchange/cancellation of the derivative instruments rather than an open-market purchase or sale.
Key Details
- Transaction date: 2026-06-12; Form 4 filed 2026-06-15 (filing appears timely).
- Acquired: 163,857 common shares at $0.00 (conversion of derivative security).
- Disposed: Two derivative-security disposition entries of 163,857 shares each at $0.00 (reflecting conversion/cancellation of the derivative instruments).
- Shares owned after transaction: Not disclosed in the filing.
- Footnotes:
- F1: Class B common stock and Common Units are paired and may be exchanged one-for-one for Class A common stock under the Exchange Agreement.
- F2–F3: The Class B shares and Common Units were originally received in the 2022 business combination and do not expire.
- No cash proceeds or purchase price were reported (all entries show $0). No 10b5-1 plan, tax-withholding, or late-filing notation was indicated in the filing.
Context
This was a conversion of derivative instruments into common shares — essentially an exchange/cancellation of derivatives for stock — not a market buy or sale. Such conversions are often administrative or structural (e.g., exchanging paired Class B shares/Common Units for Class A common stock) and do not by themselves indicate a buy/sell signal about the insider’s market view.
Insider Transaction Report
- Conversion
Class A Common Stock
2026-06-12+163,857→ 327,713 total - Conversion
Class B Common Stock
[F1][F2]2026-06-12−163,857→ 0 totalExercise: $0.00→ Class A Common Stock (163,857 underlying) - Conversion
Common Units in ProKidney Holdings, LLC
[F3]2026-06-12−163,857→ 0 totalExercise: $0.00→ Class A Common Stock (163,857 underlying)
Footnotes (3)
- [F1]The Class B Common Stock and the Common Units in ProKidney Holdings LLC (a "Common Unit") are paired securities. At the election of the reporting person and subject to the limitations set forth in the Amended and Restated Exchange Agreement, dated as of July 1, 2025, and and the Second Amended and Restated Limited Liability Company Agreement of ProKidney Holdings, LLC, each Class B Common Stock, together with a paired Common Unit, may be exchanged for Class A Common stock on a one-for-one basis.
- [F2]The Class B Common Stock 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 Common Stock do not expire.
- [F3]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.