SOCL CAPI : Statement of Changes in Beneficial Ownership (Form 4)
July 13, 2022 at 09:34 pm EDT
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Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(**)
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(1)
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.
(2)
These 937,836 Class B Ordinary Shares and 630,103 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.
(3)
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.
(4)
These 937,836 Common Units and 630,103 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.
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Social Capital Suvretta Holdings Corp. III published this content on 13 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2022 01:33:01 UTC.
Social Capital Suvretta Holdings Corp. III is a blank check company. The Company is formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It has not selected any specific business combination target and has not engaged in any substantive discussions, directly or indirectly, with any business combination target. The Company intend to focus its search for a target business operating in the biotechnology industry and within the organ space subsector of such industry. The Company neither engages in any business operations nor generates any revenues.