0001104659-23-102847.txt : 20230921 0001104659-23-102847.hdr.sgml : 20230921 20230921170016 ACCESSION NUMBER: 0001104659-23-102847 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230919 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 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: 231269663 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 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: 231269662 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 tm2326457-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-09-19 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 0 Class A ordinary shares 2023-09-19 4 S 0 1700000 5.47 D 2073000 I See footnote Class A ordinary shares 9500000 I See footnote Class A ordinary shares 3000000 I See footnote Represents shares held by SC Master Holdings, LLC ("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 SC PIPE Holdings LLC ("PIPE Holdings"). PIPE Holdings is controlled by Mr. Palihapitiya. Mr. Palihapitiya may be deemed to beneficially own shares held by PIPE Holdings by virtue of his indirect interests in PIPE Holdings or his control over PIPE Holdings, as the case may be. Represents shares held by a trust for the benefit of Mr. Palihapitiya's immediate family. Exhibit 24.1 - Powers of Attorney. SC Master Holdings, LLC By: /s/ Connor Nowinski, as Authorized Signatory 2023-09-21 Chamath Palihapitiya By: /s/ Connor Nowinski, as Attorney-in-Fact 2023-09-21 EX-24.1 2 tm2326457d1_ex24-1.htm EXHIBIT 24.1

 

Exhibit 24.1

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Connor Nowinski and Robert Goldstein, or either of them, each acting alone, his true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned a Form 3, Form 4 or Form 5, or any amendment thereto, relating to the securities of PROKIDNEY CORP., in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute such Form 3, Form 4 or Form 5, or any amendment thereto, and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by PROKIDNEY CORP. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 21st day of September 2023.

 

By: /s/ Chamath Palihapitiya  
Name: Chamath Palihapitiya