13D Filings
PROKIDNEY CORP.
PROK
Amendment
Ownership

38.00%

Total Shares

110,725,335

Issuer CIK

1850270

CUSIP

G7S53R104

Event Date

Feb 3, 2025

Accepted

Feb 6, 2025, 04:40 PM

Reporting Persons (2)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
TOLERANTIA, LLC
Other
38.00%110,725,3350110,725,335
Legorreta Pablo G.
Individual
38.00%110,725,3350110,725,335
Disclosure Items (2)

Security Title

Class A ordinary shares, par value $0.0001 per share

Issuer Name

PROKIDNEY CORP.

Issuer Address

2000 Frontis Plaza Blvd., Suite 250, Winston-Salem, NC, 27103

Percentage of Class

Tolerantia, LLC: Amount beneficially owned: 110,725,335 Percent of Class: 38.0% based on the number of Class A ordinary shares, $0.0001 par value (the "Class A ordinary shares"), and Class B ordinary shares, $0.0001 par value (the "Class B ordinary shares"), of ProKidney Corp. (the "Issuer") outstanding on a combined basis and 51.1% based solely on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the common units (the "Common Units") beneficially owned by Tolerantia, LLC ("Tolerantia") as set forth below Pablo Legorreta: Amount beneficially owned: 110,725,335 Percent of Class: 38.0% based on the number of Class A ordinary shares and Class B ordinary shares outstanding on a combined basis and 51.1% based on the outstanding Class A ordinary shares and the Class A ordinary shares issuable upon the conversion of Class B ordinary shares and the exchange of the Common Units held by or for the benefit of Tolerantia, which are deemed to be beneficially owned by Mr. Legorreta as set forth below

Number of Shares

Tolerantia, LLC: Number of shares the Reporting Person has: Sole power to vote or direct the vote: 0 Shared power to vote: 110,725,335 Sole power to dispose or direct the disposition of: 0 Shared power to dispose or direct the disposition of: 110,725,335 Pablo Legorreta: Number of shares the Reporting Person has: Sole power to vote or direct the vote: 0 Shared power to vote: 110,725,335 Sole power to dispose or direct the disposition of: 0 Shared power to dispose or direct the disposition of: 110,725,335 110,725,335 shares represent 22,617,909 Class A ordinary shares and 88,107,426 Class B ordinary shares held by or for the benefit of Tolerantia, which is an affiliate controlled and majority-owned by Mr. Pablo Legorreta. Mr. Legorreta controls the voting and disposition of the shares held by or for the benefit of Tolerantia. Mr. Legorreta disclaims beneficial ownership of the shares held by Tolerantia except to the extent of his indirect pecuniary interest therein. The aggregate percentage of Class A ordinary shares reported as beneficially owned by each Reporting Person is based upon a total of 291,661,950 shares, comprising 128,500,778 Class A ordinary shares and 163,161,172 Class B ordinary shares outstanding as of November 11, 2024, which is the total number of shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, as adjusted for the conversion set forth in 5(c) below. The Reporting Persons have the right to exchange their Common Units and an equal number of Class B ordinary shares on a one-for-one basis for Class A ordinary shares. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include Class A ordinary shares issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule 13D.

Transactions

Prior to February 4, 2025 (the "Transaction Date"), Tolerantia held 88,639,961 Common Units and an equal number of Class B ordinary shares (the "Paired Interests"), 84,160,537 of which were held by Nefro Health, an Irish partnership that is an affiliate controlled and majority-owned by Mr. Pablo Legorreta, and 4,479,424 of which were held by other investors which are unaffiliated with Mr. Legorreta (the "Unaffiliated Investors"). On the Transaction Date, Tolerantia exchanged 532,535 of the 4,479,424 Paired Interests attributable to the interests of the Unaffiliated Investors in Tolerantia for 532,535 Class A ordinary shares, which it subsequently distributed in-kind pro rata for no consideration to the Unaffiliated Investors.

Shareholders

To the best knowledge of each Reporting Person, no one other than the Reporting Persons identified herein has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares reported herein as beneficially owned by any Reporting Person.

Date of 5% Ownership

Not applicable.

PROKIDNEY CORP. — Schedule 13D | 13D Filings